<PAGE>

                                                                    EXHIBIT 4.83

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

                        STOCK PURCHASE CONTRACT AGREEMENT

                                     between

                                  METLIFE, INC.

                                       and

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

                            Dated as of June 21, 2005

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

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                                TABLE OF CONTENTS

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                                                  ARTICLE I
                           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

Section 1.02    Compliance Certificates and Opinions.............................................          13

Section 1.03    Form of Documents Delivered to Stock Purchase Contract Agent.....................          14

Section 1.04    Acts of Holders; Record Dates....................................................          15

Section 1.05    Notices..........................................................................          16

Section 1.06    Notice to Holders; Waiver........................................................          17

Section 1.07    Effect of Headings and Table of Contents.........................................          18

Section 1.08    Successors and Assigns...........................................................          18

Section 1.09    Separability Clause..............................................................          18

Section 1.10    Benefits of Agreement............................................................          18

Section 1.11    Governing Law....................................................................          18

Section 1.12    Legal Holidays...................................................................          18

Section 1.13    Counterparts.....................................................................          19

Section 1.14    Inspection of Agreement..........................................................          19

Section 1.15    Appointment of Financial Institution as Agent for the Company....................          19

Section 1.16    No Waiver........................................................................          19

                                                 ARTICLE II
                                              CERTIFICATE FORMS

Section 2.01    Forms of Certificates Generally..................................................          19

Section 2.02    Form of Stock Purchase Contract Agent's Certificate of Authentication............          20

                                                 ARTICLE III
                                           THE COMMON EQUITY UNITS

Section 3.01    Amount; Form and Denominations...................................................          21

Section 3.02    Rights and Obligations Evidenced by the Certificates.............................          21

Section 3.03    Execution, Authentication, Delivery and Dating...................................          22

Section 3.04    Temporary Certificates...........................................................          23

Section 3.05    Registration; Registration of Transfer and Exchange..............................          23
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Section 3.06    Book-Entry Interests.............................................................          25

Section 3.07    Notices to Holders...............................................................          26

Section 3.08    Appointment of Successor Depositary..............................................          26

Section 3.09    Definitive Certificates..........................................................          26

Section 3.10    Mutilated, Destroyed, Lost and Stolen Certificates...............................          27

Section 3.11    Persons Deemed Owners............................................................          28

Section 3.12    Cancellation.....................................................................          29

Section 3.13    Creation of Stripped Common Equity Units by Substitution of Treasury
                Securities.......................................................................          29

Section 3.14    Recreation of Normal Common Equity Units.........................................          31

Section 3.15    Transfer of Collateral upon Occurrence of Termination Event......................          32

Section 3.16    No Consent to Assumption.........................................................          33

                                                 ARTICLE IV
                                       THE TRUST PREFERRED SECURITIES

Section 4.01    Distributions; Rights to Distributions Preserved.................................          33

Section 4.02    Notice and Voting................................................................          34

                                                  ARTICLE V
                                           THE PURCHASE CONTRACTS

Section 5.01    Purchase of Shares of Common Stock...............................................          35

Section 5.02    Remarketing; Payment of Purchase Price...........................................          39

Section 5.03    Issuance of Shares of Common Stock...............................................          41

Section 5.04    Adjustment of Fixed Daily Settlement Rates.......................................          42

Section 5.05    Notice of Adjustments and Certain Other Events...................................          49

Section 5.06    Termination Event; Notice........................................................          49

Section 5.07    Early Settlement.................................................................          50

Section 5.08    No Fractional Shares.............................................................          52

Section 5.09    Charges and Taxes................................................................          52

Section 5.10    Contract Payments................................................................          53

Section 5.11    Deferral of Contract Payments....................................................          57

                                                 ARTICLE VI
                                                  REMEDIES
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Section 6.01    Unconditional Right of Holders to Receive Contract Payments and to Purchase
                Shares of Common Stock...........................................................          60

Section 6.02    Restoration of Rights and Remedies...............................................          60

Section 6.03    Rights and Remedies Cumulative...................................................          60

Section 6.04    Delay or Omission Not Waiver.....................................................          60

Section 6.05    Undertaking for Costs............................................................          60

Section 6.06    Waiver of Stay or Extension Laws.................................................          61

                                                 ARTICLE VII
                                      THE STOCK PURCHASE CONTRACT AGENT

Section 7.01    Certain Duties and Responsibilities..............................................          61

Section 7.02    Notice of Default................................................................          62

Section 7.03    Certain Rights of Stock Purchase Contract Agent..................................          62

Section 7.04    Not Responsible for Recitals or Issuance of Common Equity Units..................          64

Section 7.05    May Hold Common Equity Units.....................................................          65

Section 7.06    Money Held in Custody............................................................          65

Section 7.07    Compensation and Reimbursement...................................................          65

Section 7.08    Corporate Stock Purchase Contract Agent Required, Eligibility....................          66

Section 7.09    Resignation and Removal; Appointment of Successor................................          66

Section 7.10    Acceptance of Appointment by Successor...........................................          67

Section 7.11    Merger, Conversion, Consolidation or Succession to Business......................          68

Section 7.12    Preservation of Information; Communications to Holders...........................          68

Section 7.13    No Obligations of Stock Purchase Contract Agent..................................          69

Section 7.14    Tax Compliance...................................................................          69

                                                ARTICLE VIII
                                           SUPPLEMENTAL AGREEMENTS

Section 8.01    Supplemental Agreements Without Consent of Holders...............................          70

Section 8.02    Supplemental Agreements with Consent of Holders..................................          70

Section 8.03    Execution of Supplemental Agreements.............................................          71

Section 8.04    Effect of Supplemental Agreements................................................          72

Section 8.05    Reference to Supplemental Agreements.............................................          72
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                                                 ARTICLE IX
                            CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 9.01    Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property
                Except under Certain Conditions..................................................          72

Section 9.02    Rights and Duties of Successor Corporation.......................................          73

Section 9.03    Officers' Certificate and Opinion of Counsel Given to Stock Purchase
                Contract Agent...................................................................          73

                                                  ARTICLE X
                                                  COVENANTS

Section 10.01   Performance Under Stock Purchase Contracts.......................................          73

Section 10.02   Maintenance of Office or Agency..................................................          74

Section 10.03   Company to Reserve Common Stock..................................................          74

Section 10.04   Covenants as to Common Stock.....................................................          74

Section 10.05   Statements of Officers of the Company as to Default..............................          74

Section 10.06   ERISA............................................................................          75

Section 10.07   Tax Treatment....................................................................          75
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EXHIBITS:

Exhibit A  -   Form of Normal Common Equity Unit Certificate
Exhibit B  -   Form of Stripped Common Equity Unit Certificate
Exhibit C  -   Instruction to Stock Purchase Contract Agent
Exhibit D  -   Notice from Stock Purchase Contract Agent to Holders
Exhibit E  -   Notice to Settle by Cash
Exhibit F  -   Notice From Stock Purchase Contract Agent To Collateral Agent
               (Settlement of Purchase Contract through Remarketing)

                                       iv

<PAGE>

      STOCK PURCHASE CONTRACT AGREEMENT, dated as of June 21, 2005, between
MetLife, Inc., a Delaware corporation (the "Company"), and J.P. Morgan Trust
Company, National Association, acting as stock purchase contract agent for the
Holders of Common Equity Units (as defined herein) from time to time (the "Stock
Purchase Contract Agent").

                                    RECITALS

      The Company has duly authorized the execution and delivery of this
Agreement and the Certificates (as defined herein) evidencing the Common Equity
Units.

      All things necessary to make the Stock Purchase Contracts (as defined
herein), when the Certificates are executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Stock Purchase Contract
Agent, as provided in this Agreement, the valid obligations of the Company, and
to constitute these presents a valid agreement of the Company, in accordance
with its terms, have been done. For and in consideration of the premises and the
purchase of the Common Equity Units by the Holders thereof, it is mutually
agreed as follows:

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

      Section 1.01 Definitions.

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

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

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

      (c) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Exhibit or other subdivision; and the following terms have the
meanings given to them in this Section 1.01(c):

            "Act" has the meaning, with respect to any Holder, set forth in
      Section 1.04(a).

            "Adjustment Factor" has the meaning set forth in Section 5.01(a).

            "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

<PAGE>

      contract or otherwise; and the terms "controlling" and "controlled" have
      meanings correlative to the foregoing.

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

            "Applicable Remarketing Settlement Date" means with respect to each
      series of Trust Preferred Securities, as of any Determination Date, the
      next potential Remarketing Settlement Date following such Determination
      Date for such series, unless there has previously been a Successful
      Remarketing of such series, in which case the term means, with respect to
      such series, the Remarketing Date.

            "Applicants" has the meaning set forth in Section 7.12(b).

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

            "Base Indenture" means the Indenture, dated as of June 21, 2005
      between the Company and the Debenture Trustee, as amended or supplemented
      from time to time.

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

            "Board Of Directors" means the board of directors of the Company or
      a duly authorized committee of that board.

            "Board Resolution" means one or more resolutions of the Board of
      Directors, a copy of which has been certified by the Secretary or an
      Assistant Secretary of the Company, to have been duly adopted by the Board
      of Directors and to be in full force and effect on the date of such
      certification and delivered to the Stock Purchase Contract Agent.

            "Book-Entry Interest" means a beneficial interest in a Global
      Certificate, registered in the name of a Depositary or a nominee thereof,
      ownership and transfers of which shall be maintained and made through book
      entries by such Depositary as described in Section 3.06.

            "Business Day" means a 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.

            "Capital Stock" means any and all shares, interests, rights to
      purchase, warrants, options, participation or other equivalents of or
      interests in (however designated, whether

                                       2

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      voting or non-voting) corporate stock or similar equity or membership
      interests in other types of entities.

            "Cash Merger" has the meaning set forth in Section 5.04(b)(ii).

            "Cash Merger Early Settlement" has the meaning set forth in Section
      5.04(b)(ii).

            "Cash Merger Early Settlement Date" has the meaning set forth in
      Section 5.04(b)(ii).

            "Cash Settlement" has the meaning set forth in Section 5.02(b)(i).

            "Certificate" means a Normal Common Equity Unit Certificate or a
      Stripped Common Equity Unit Certificate.

            "Closing Price" has the meaning set forth in Section 5.01(a).

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Collateral" has the meaning set forth in Section 1.01(e) of the
      Pledge Agreement.

            "Collateral Account" has the meaning set forth in Section 1.01(e) of
      the Pledge Agreement.

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

            "Collateral Substitution" means (i) with respect to a Normal Common
      Equity Unit, the substitution for the Pledged Trust Preferred Securities
      included in such Normal Common Equity Unit by Treasury Securities or
      portions thereof in an aggregate principal amount at maturity equal to the
      aggregate liquidation amount of such Pledged Trust Preferred Securities,
      or (ii) with respect to a Stripped Common Equity Unit, the substitution
      for the Pledged Treasury Securities included in such Stripped Common
      Equity Unit by Trust Preferred Securities in an aggregate liquidation
      amount equal to the aggregate principal amount at stated maturity of the
      Pledged Treasury Securities.

            "Common Equity Unit" means a Normal Common Equity Unit or a Stripped
      Common Equity Unit, as the case may be.

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

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

            "Constituent Person" has the meaning set forth in Section
      5.04(b)(i).

            "Contract Payments" means the payments payable by the Company on the
      Payment Dates in respect of each Stock Purchase Contract, at a rate per
      year of 1.510% on the Stated Amount of $25.00 per Stock Purchase Contract
      from and including the issue date of Common Equity Units to but excluding
      the Initial Stock Purchase Date, and at a rate per year of 1.465% on the
      remaining Stated Amount of $12.50 per Stock Purchase Contract from and
      including the Initial Stock Purchase Date to but excluding the Subsequent
      Stock Purchase Date.

            "Corporate Trust Office" means the office of the Stock Purchase
      Contract Agent at which, at any particular time, its corporate trust
      business shall be principally administered, which office at the date
      hereof is located at Worldwide Securities Services, 4 New York Plaza, 15th
      Floor, New York, NY 10004.

            "Current Market Price" has the meaning set forth in Section
      5.04(a)(viii).

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

            "Daily Amount" has the meaning set forth in Section 5.01(a).

            "Debentures", in respect of a series of Trust Preferred Securities,
      has the meaning set forth in the applicable Trust Agreements.

            "Debenture Trustee" means J.P. Morgan Trust Company, National
      Association, as trustee pursuant to the Indenture, or its successor in
      interest in such capacity, or any successor trustee appointed as provided
      in the Indenture.

            "Deferred Contract Payments" has the meaning set forth in Section
      5.12(a).

            "Depositary" means a clearing agency registered under Section 17A of
      the Exchange Act that is designated to act as Depositary for the Common
      Equity Units as contemplated by Sections 3.06 and 3.08.

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

            "Determination Date" has the meaning set forth in Section 5.01(a).

                                       4

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            "Distribution Rate, in respect of a series of Trust Preferred
      Securities," has the meaning set forth in the applicable Trust Agreement.

            "Dividend Threshold Amount" has the meaning set forth in Section
      5.04(a)(iv).

            "DTC" means The Depository Trust Company.

            "Early Settlement" has the meaning set forth in Section 5.07(a).

            "Early Settlement Amount" has the meaning set forth in Section
      5.07(b).

            "Early Settlement Date" has the meaning set forth in Section
      5.07(b).

            "Early Settlement Rate" has the meaning set forth in Section
      5.07(c).

            "ERISA" means the Employee Retirement Income Security Act of 1974,
      as amended.

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

            "Expiration Date" has the meaning set forth in Section 1.04(e).

            "Expiration Time" has the meaning set forth in Section 5.04(a)(v).

            "Failed Remarketing", in respect of a series of Trust Preferred
      Securities, has the meaning set forth in the applicable Trust Agreements.

            "First Supplemental Indenture" means the First Supplemental
      Indenture to the Base Indenture, dated as of the date hereof, between the
      Company and the Debenture Trustee, as amended or supplemented from time to
      time.

            "First Applicable Remarketing Settlement Date" means, with respect
      to the Series A Trust Preferred Securities, August 15, 2008; with respect
      to the Series B Trust Preferred Securities, six months after the earlier
      of (i) the Remarketing Settlement Date of a Successful Remarketing of the
      Series A Trust Preferred Securities or (ii) February 15, 2009.

            "Fixed Daily Settlement Rates" has the meaning set forth in Section
      5.01(a).

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

            "Holder" means, with respect to a Common Equity Unit, the Person in
      whose name the Common Equity Units evidenced by a Certificate is
      registered in the Security Register; provided, however, that solely for
      the purpose of determining whether the Holders of the requisite number of
      Common Equity Units have voted on any matter (and not for any other
      purpose hereunder), if the Common Equity Units remain in the form of

                                       5

<PAGE>

      one or more Global Certificates and if the Depositary that is, or the
      nominee of whom is the registered holder of such Global Certificate has
      sent an omnibus proxy assigning voting rights to the Depositary
      Participants to whose accounts the Common Equity Units are credited on the
      record date, the term "Holder" shall mean such Depositary Participant
      acting at the direction of the Beneficial Owners.

            "Indemnitees" has the meaning set forth in Section 7.07(c).

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

            "Initial Liquidation Amount", in respect of a series of Trust
      Preferred Securities, has the meaning set forth in the applicable Trust
      Agreement.

            "Initial Stock Purchase Date" means August 15, 2008 provided that
      the Initial Stock Purchase Date may be deferred for quarterly periods
      until February 15, 2009 in accordance with Section 5.02(b)(v).

            "Issuer Order" or "Issuer Request" means a written order or request
      signed in the name of the Company by (i) either its Chief Executive
      Officer, its President or one of its Vice Presidents, and (ii) either its
      Corporate Secretary or one of its Assistant Corporate Secretaries or its
      Treasurer or one of its Assistant Treasurers, and delivered to the Stock
      Purchase Contract Agent.

            "Market Disruption Event" has the meaning set forth in Section
      5.01(a).

            "Maximum Daily Settlement Rate" has the meaning set forth in Section
      5.01(a).

            "Minimum Daily Settlement Rate" has the meaning set forth in Section
      5.01(a).

            "Non-Electing Share" has the meaning set forth in Section
      5.04(b)(i).

            "Normal Common Equity Unit" means the collective rights and
      obligations of a Holder of a Normal Common Equity Unit Certificate in
      respect of (i) a 1/80 undivided beneficial interest in a Series A Trust
      Security, (ii) a 1/80 undivided beneficial interest in a Series B Trust
      Security, in each case subject to the Pledge thereof, and (iii) the
      related Stock Purchase Contract.

            "Normal Common Equity Unit Certificate" means a certificate
      evidencing the rights and obligations of a Holder in respect of the number
      of Normal Common Equity Units specified on such certificate.

            "NYSE" has the meaning set forth in Section 5.01(a).

            "Officers' Certificate" means a certificate signed by (i) either the
      Company's Chief Executive Officer, its President or one of its Vice
      Presidents, and (ii) either the Company's Corporate Secretary or one of
      its Assistant Corporate Secretaries or its

                                       6

<PAGE>

      Treasurer or one of its Assistant Treasurers, and delivered to the Stock
      Purchase Contract Agent.

            "Opinion Of Counsel" means a written opinion of counsel, who may be
      counsel to the Company (and who may be an employee of the Company), and
      who shall be reasonably acceptable to the Stock Purchase Contract Agent.
      An Opinion of Counsel may rely on certificates as to matters of fact.

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

            (i) if a Termination Event has occurred, (x) Normal Common Equity
      Units for which the underlying Trust Preferred Securities have been
      theretofore deposited with the Stock Purchase Contract Agent in trust for
      the Holders of such Normal Common Equity Units and (y) Stripped Common
      Equity Units;

            (ii) Common Equity Units evidenced by Certificates theretofore
      cancelled by the Stock Purchase Contract Agent or delivered to the Stock
      Purchase Contract Agent for cancellation or deemed cancelled pursuant to
      the provisions of this Agreement; and

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

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

            "Payment Date" means each February 15, May 15, August 15 and
      November 15 of each year, commencing August 15, 2005.

            "Person" means a legal person, including any individual,
      corporation, estate, partnership, joint venture, association, joint-stock
      company, limited liability company,

                                       7

<PAGE>

      trust, unincorporated organization or government or any agency or
      political subdivision thereof or any other entity of whatever nature.

            "Plan" means an employee benefit plan that is subject to ERISA, a
      plan or individual retirement account that is subject to Section 4975 of
      the Code or any entity whose assets are considered assets of any such
      plan.

            "Pledge" means the pledge under the Pledge Agreement of the Trust
      Preferred Securities or the Treasury Securities, as the case may be, in
      each case constituting a part of the Common Equity Units.

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

            "Pledged Treasury Securities" has the meaning set forth in Section
      1.01(e) of the Pledge Agreement.

            "Pledged Trust Preferred Securities" has the meaning set forth in
      Section 1.01(e) of the Pledge Agreement.

            "Predecessor Certificate" means a Predecessor Normal Common Equity
      Unit Certificate or a Predecessor Stripped Common Equity Unit Certificate.

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

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

            "Proceeds" has the meaning set forth in Section 1.01(e) of the
      Pledge Agreement.

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<PAGE>

            "Prospectus" means the prospectus relating to the delivery of shares
      or any securities in connection with an Early Settlement pursuant to
      Section 5.07 or a Cash Merger Early Settlement of Stock Purchase Contracts
      pursuant to Section 5.04(b)(ii), in the form in which first filed, or
      transmitted for filing, with the Securities and Exchange Commission after
      the effective date of the Registration Statement pursuant to Rule 424(b)
      under the Securities Act, including the documents incorporated by
      reference therein as of the date of such Prospectus.

            "Purchase Price" has the meaning set forth in Section 5.01(a).

            "Purchased Shares" has the meaning set forth in Section
      5.04(a)(vi)(A).

            "Record Date" for any distribution and Contract Payment payable on
      any Payment Date means, as to any Global Certificate or any other
      Certificate, the first business day of the calendar month in which the
      relevant Payment Date falls; provided that the Company may, at its option,
      upon notice to the Stock Purchase Contract Agent, select any other day as
      the Record Date for any Payment Date so long as such Record Date selected
      is more than one Business Day but less than 60 Business Days prior to such
      Payment Date.

            "Reference Dealer" means a dealer engaged in trading of convertible
      securities.

            "Reference Price" means $43.35.

            "Registration Statement" means a registration statement under the
      Securities Act prepared by the Company covering, inter alia, the delivery
      by the Company of any securities in connection with an Early Settlement on
      the Early Settlement Date or a Cash Merger Early Settlement of Stock
      Purchase Contracts on the Cash Merger Early Settlement Date under Section
      5.04(b)(ii), including all exhibits thereto and the documents incorporated
      by reference in the prospectus contained in such registration statement,
      and any post-effective amendments thereto.

            "Relevant Exchange" has the meaning set forth in Section 5.01(a).

            "Remarketing", in respect of a series of Trust Preferred Securities,
      has the meaning set forth in the applicable Trust Agreement.

            "Remarketing Agent", in respect of a series of Trust Preferred
      Securities," has the meaning set forth in the applicable Trust Agreement.

            "Remarketing Agreement", in respect of a series of Trust Preferred
      Securities, has the meaning set forth in the applicable Trust Agreement.

            "Remarketing Date", in respect of a series of Trust Preferred
      Securities, has the meaning set forth in the applicable Trust Agreement.

            "Remarketing Fee", in respect of a series of Trust Preferred
      Securities, has the meaning set forth in the applicable Trust Agreement.

                                       9

<PAGE>

            "Remarketing Settlement Date" each "Remarketing Settlement Date" as
      defined the Trust Agreement relating to MetLife Capital Trust II and
      "Remarketing Settlement Date" as defined the Trust Agreement relating to
      MetLife Capital Trust III.

            "Reorganization Event" has the meaning set forth in Section 5.04(b).

            "Responsible Officer" shall mean, when used with respect to the
      Stock Purchase Contact Agent, any officer within the corporate trust
      department of the Stock Purchase Contract Agent, including any vice
      president, assistant vice president, assistant secretary, assistant
      treasurer, trust officer or any other officer of the Stock Purchase
      Contract Agent who customarily performs functions similar to those
      performed by the Persons who at the time shall be such officers,
      respectively, or to whom any corporate trust matter is referred because of
      such person's knowledge of and familiarity with the particular subject and
      who shall have direct responsibility for the administration of this
      Agreement.

            "Second Applicable Remarketing Settlement Date" means, with respect
      to the Series A Trust Preferred Securities, November 15, 2008, if the
      Remarketing of the Series A Trust Preferred Securities on the First
      Applicable Remarketing Settlement Date for the Series A Trust Preferred
      Securities is a Failed Remarketing; with respect to the Series B Trust
      Preferred Securities, three months after the First Applicable Remarketing
      Settlement Date for the Series B Trust Preferred Securities, if the
      Remarketing of the Series B Trust Preferred Securities on the First
      Applicable Remarketing Settlement Date for the Series B Trust Preferred
      Securities is a Failed Remarketing.

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

            "Securities Intermediary" means JPMorgan Chase Bank, National
      Association, as Securities Intermediary under the Pledge Agreement until a
      successor Securities Intermediary shall have become such pursuant to the
      applicable provisions of the Pledge Agreement, and thereafter "Securities
      Intermediary" shall mean such successor or any subsequent successor who is
      appointed pursuant to the Pledge Agreement.

            "Security Register" and "Security Registrar" have the respective
      meanings set forth in Section 3.05.

            "Senior Debt" has the meaning set forth in Section 6.1 of the First
      Supplemental Indenture.

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

            "Series A Trust Preferred Security" means a "Trust Preferred
      Security" as defined in the Trust Agreement relating to MetLife Capital
      Trust II.

            "Series B Trust Preferred Security" means a "Trust Preferred
      Security" as defined the Trust Agreement relating to MetLife Capital Trust
      III.

                                       10

<PAGE>

            "Settlement Rate" has the meaning set forth in Section 5.01(a).

            "Stated Amount" means, with respect to any one Normal Common Equity
      Unit or Stripped Common Equity Unit, $25.00 prior to the Initial Stock
      Purchase Date and $12.50 thereafter after the Subsequent Stock Purchase
      Date $12.50, and, with respect to any one Trust Preferred Security,
      $1,000.

            "Stock Purchase Contract" means, with respect to any Common Equity
      Units, the contract forming a part of such Common Equity Units and
      obligating (i) the Company to sell, and the Holder of such Common Equity
      Units to purchase, shares of Common Stock and (ii) the Company to pay the
      Holder thereof Contract Payments, in each case on the terms and subject to
      the conditions set forth in Article V hereof.

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

            "Stock Purchase Contract Settlement Fund" has the meaning set forth
      in Section 5.03.

            "Stock Purchase Date" means each of the Initial Stock Purchase Date
      and the Subsequent Stock Purchase Date.

            "Stripped Common Equity Units" means, following the substitution of
      Treasury Securities for Pledged Trust Preferred Securities as collateral
      to secure a Holder's obligations under the applicable Stock Purchase
      Contract, the collective rights and obligations of a Holder of a Stripped
      Common Equity Unit Certificate in respect of such Treasury Securities,
      subject to the Pledge thereof, and the related Stock Purchase Contract.

            "Stripped Common Equity Unit Certificate" means a certificate
      evidencing the rights and obligations of a Holder in respect of the number
      of Stripped Common Equity Units specified on such certificate.

            "Subsequent Stock Purchase Date" means February 15, 2009, provided
      that the Subsequent Stock Purchase Date may be deferred for quarterly
      periods until February 15, 2010 in accordance with Section 5.02(b)(v).

            "Successful", in respect of a series of Trust Preferred Securities,
      has the meaning set forth in the applicable Trust Agreement.

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

            "Termination Event" means the occurrence of any of the following
      events:

                                       11

<PAGE>

            (i) at any time on or prior to the Subsequent Stock Purchase Date, a
      judgment, decree or court order shall have been entered granting relief
      under the Bankruptcy Code, adjudicating the Company to be insolvent, or
      approving as properly filed a petition seeking reorganization or
      liquidation of the Company or any other similar applicable federal or
      state law and if such judgment, decree or order shall have been entered
      more than 60 days prior to the Stock Purchase Date, such decree or order
      shall have continued undischarged and unstayed for a period of 60 days;

            (ii) at any time on or prior to the Subsequent Stock Purchase Date,
      a judgment, decree or court order for the appointment of a receiver or
      liquidator or trustee or assignee n bankruptcy or insolvency of the
      Company or of its property, or for the termination or liquidation of its
      affairs, shall have been entered and if such judgment, decree or order
      shall have been entered more than 60 days prior to the Stock Purchase
      Date, such judgment, decree or order shall have continued undischarged and
      unstayed for a period of 60 days; or

            (iii) at any time on or prior to the Subsequent Stock Purchase Date,
      the Company shall file a petition for relief under the Bankruptcy Code, or
      shall consent to the filing of a bankruptcy proceeding against it, or
      shall file a petition or answer or consent seeking reorganization or
      liquidation under the Bankruptcy Code or any other similar applicable
      federal or state law, or shall consent to the filing of any such petition,
      or shall consent to the appointment of a receiver or liquidator or trustee
      or assignee in bankruptcy or insolvency of it or of its property, or shall
      make an assignment for the benefit of creditors, or shall admit in writing
      its inability to pay its debts generally as they become due.

            "Third Applicable Remarketing Settlement Date" means, with respect
      to the Series A Trust Preferred Securities, February 15, 2009, if the
      Remarketing of the Series A Trust Preferred Securities on the Second
      Applicable Remarketing Settlement Date for the Series A Trust Preferred
      Securities is a Failed Remarketing; and, with respect to the Series B
      Trust Preferred Securities, the day that is three months after the Second
      Applicable Remarketing Settlement Date for the Series B Trust Preferred
      Securities, if the Remarketing of the Series B Trust Preferred Securities
      on the Second Applicable Remarketing Settlement Date for the Series B
      Trust Preferred Securities was a Failed Remarketing.

            "Threshold Appreciation Price" means $53.10.

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

            "Trading Day" has the meaning set forth in Section 5.01(a).

            "Trading Day Period" has the meaning set forth in Section 5.01(a).

            "Treasury Security" means a zero-coupon U.S. Treasury Security
      maturing on the Applicable Remarketing Settlement Date with a principal
      amount of $1,000 payable on the Applicable Remarketing Settlement Date and
      with the CUSIP numbers as set forth

                                       12

<PAGE>

      below:

<TABLE>
<CAPTION>
ZERO COUPON TREASURY SECURITY MATURITY DATE                  CUSIP NO.
-------------------------------------------                  ---------
<S>                                                          <C>
              August 15, 2008                                912833CU2
             November 15, 2008                               912833GD6
             February 15, 2009                               912833CV0
                May 15, 2009                                 912833GE4
              August 15, 2009                                912833CW8
             November 15, 2009                               912833GF1
             February 15, 2010                               912833CX6
</TABLE>

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

            "Trust Preferred Securities" means the Series A Trust Preferred
      Securities and the Series B Trust Preferred Securities, collectively.

            "Underwriters" means the underwriters identified in Schedule I to
      the Underwriting Agreement.

            "Underwriting Agreement" means the Underwriting Agreement, dated
      June 15 2005, among the Company, MetLife Capital Trust II, MetLife Capital
      Trust III, and the Underwriters, relating to the issuance of Normal Common
      Equity Units by the Company.

            "Unsecured Notes" means the unsecured junior subordinated notes of
      the Company that will be issued pursuant to the Base Indenture, in the
      Company's sole discretion, as provided in Section 5.11(c).

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

      Section 1.02 Compliance Certificates and Opinions.

      Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company to the Stock Purchase Contract Agent to
take any action in accordance with any provision of this Agreement, the Company
shall furnish to the Stock Purchase Contract Agent an Officers' Certificate
stating that all conditions precedent, if any, provided for in this

                                       13

<PAGE>

Agreement relating to the proposed action have been complied with and, if
reasonably requested by the Stock Purchase Contract Agent, an Opinion of Counsel
stating that, in the opinion of such counsel, all such conditions precedent, if
any, have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required by
any provision of this Agreement relating to such particular application or
request, no additional certificate or opinion need be furnished. Notwithstanding
any portion of this Agreement to the contrary, the Company shall not be required
to furnish the Stock Purchase Contract Agent an Opinion of Counsel in connection
with the issuance of the Common Equity Units pursuant to the Underwriting
Agreement.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Agreement (other than the Officers' Certificate
provided for in Section 10.05) shall include:

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

            (ii) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (iii) a statement that, in the opinion of each such individual, he
      or she has made such examination or investigation as is necessary to
      enable such individual to express an informed opinion as to whether or not
      such covenant or condition has been complied with; and

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

      Section 1.03 Form of Documents Delivered to Stock Purchase Contract Agent.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which its certificate or opinion is based are erroneous. Any
such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

                                       14

<PAGE>

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

      Section 1.04 Acts of Holders; Record Dates.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Stock
Purchase Contract Agent and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and (subject to Section 7.01) conclusive in favor of
the Stock Purchase Contract Agent and the Company, if made in the manner
provided in this Section.

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

      (c) The ownership of Common Equity Units shall be proved by the Security
Register.

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Common Equity Units shall bind every future
Holder of the same Common Equity Units and the Holder of every Certificate
evidencing such Common Equity Units 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 Stock Purchase Contract Agent or the
Company in reliance thereon, whether or not notation of such action is made upon
such Certificate.

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

                                       15

<PAGE>

render ineffective any action taken by Holders of the requisite number of
Outstanding Common Equity Units on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Stock Purchase Contract
Agent in writing and to each Holder of Common Equity Units in the manner set
forth in Section 1.06.

      With respect to any record date set pursuant to this Section 1.04(e), the
Company may designate any date as the "Expiration Date" and from time to time
may change the Expiration Date to any earlier or later day; provided that no
such change shall be effective unless notice of the proposed new Expiration Date
is given to the Stock Purchase Contract Agent in writing, and to each Holder of
Common Equity Unit in the manner set forth in Section 1.06, prior to or on the
existing Expiration Date. If an Expiration Date is not designated with respect
to any record date set pursuant to this Section, the Company shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

      Section 1.05 Notices.

      Any notice or communication is duly given if in writing and delivered in
person or mailed by first-class mail (registered or certified, return receipt
requested), telecopier (with receipt confirmed) or overnight air courier
guaranteeing next day delivery, to the others' address; provided that notice
shall be deemed given to the Stock Purchase Contract Agent only upon receipt
thereof:

      If to the Stock Purchase Contract Agent:

                         J.P. Morgan Trust Company, National Association
                         Worldwide Securities Services
                         4 New York Plaza, 15th Floor
                         New York, NY  10004
                         Attention: Worldwide Securities Services
                         Telephone: (212) 623-5233
                         Facsimile: (212) 623-6215

      If to the Company:

                         MetLife, Inc.
                         27-01 Queens Plaza North
                         Long Island City, NY  11101
                         Attention: Treasurer
                         Facsimile: 212-578-0266

                                    16

<PAGE>

      If to the Collateral Agent:

                         JPMorgan Chase Bank, National Association
                         Worldwide Securities Services
                         4 New York Plaza, 15th Floor
                         New York, NY  10004
                         Attention: Worldwide Securities Services
                         Telephone: (212) 623-5233
                         Facsimile: (212) 623-6215

      If to the Debenture Trustee:

                         J.P. Morgan Trust Company, National Association
                         Worldwide Securities Services
                         4 New York Plaza, 15th Floor
                         New York, NY  10004
                         Attention: Worldwide Securities Services
                         Telephone: (212) 623-5233
                         Facsimile: (212) 623-6215

      The Stock Purchase Contract Agent shall send to the Debenture Trustee at
the telecopier number set forth above a copy of any notices in the form of
Exhibits C, D, E or F it sends or receives.

      Section 1.06 Notice to Holders; Waiver.

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

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

                                       17

<PAGE>

      Section 1.07 Effect of Headings and Table of Contents.

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

      Section 1.08 Successors and Assigns.

      All covenants and agreements in this Agreement by the Company and the
Stock Purchase Contract Agent shall bind their respective successors and
assigns, whether so expressed or not.

      Section 1.09 Separability Clause.

      In case any provision in this Agreement or in the Common Equity Units
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof and thereof shall not in any
way be affected or impaired thereby.

      Section 1.10 Benefits of Agreement.

      Nothing contained in this Agreement or in the Common Equity Units, express
or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and, to the extent provided hereby, the Holders, any
benefits or any legal or equitable right, remedy or claim under this Agreement.
The Holders from time to time shall be beneficiaries of this Agreement and shall
be bound by all of the terms and conditions hereof and of the Common Equity
Units evidenced by their Certificates by their acceptance of delivery of such
Certificates.

      Section 1.11 Governing Law.

      THIS AGREEMENT AND THE COMMON EQUITY UNITS SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      Section 1.12 Legal Holidays.

      In any case where any Payment Date shall not be a Business Day
(notwithstanding any other provision of this Agreement or the Common Equity
Units), Contract Payments or other distributions shall not be paid on such date,
but Contract Payments or such other distributions shall be paid on the next
succeeding Business Day with the same force and effect as if made on such
Payment Date, provided that if such Business Day is in the next succeeding
calendar year, then payment of the Contract Payments or other distributions will
be made on the Business Day immediately preceding such Payment Date. No interest
shall accrue or be payable by the Company or to any Holder for the period from
and after any such Payment Date.

      In any case where the Initial Stock Purchase Date, the Subsequent Stock
Purchase Date or any Early Settlement Date or Cash Merger Early Settlement Date
shall not be a Business Day (notwithstanding any other provision of this
Agreement or the Common Equity Units), Stock Purchase Contracts shall not be
performed and Early Settlement and Cash Merger Early Settlement shall not be
effected on such date, but Stock Purchase Contracts shall be performed or Early
Settlement or Cash Merger Early Settlement shall be effected, as applicable, on
the next

                                       18

<PAGE>

succeeding Business Day with the same force and effect as if made on such Stock
Purchase Date, Early Settlement Date or Cash Merger Early Settlement Date, as
applicable.

      Section 1.13 Counterparts.

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

      Section 1.14 Inspection of Agreement.

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

      Section 1.15 Appointment of Financial Institution as Agent for the
Company.

      The Company may appoint a financial institution (which may be the
Collateral Agent) to act as its agent in performing its obligations and in
accepting and enforcing performance of the obligations of the Stock Purchase
Contract Agent and the Holders, under this Agreement and the Stock Purchase
Contracts, by giving notice of such appointment in the manner provided in
Section 1.05 hereof. Any such appointment shall not relieve the Company in any
way from its obligations hereunder.

      Section 1.16 No Waiver.

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

                                   ARTICLE II

                                CERTIFICATE FORMS

      Section 2.01 Forms of Certificates Generally.

      The Certificates (including the form of Stock Purchase Contract forming
part of each Common Equity Units evidenced thereby) shall be in substantially
the form set forth in Exhibit A hereto (in the case of Certificates evidencing
Normal Common Equity Units) or Exhibit B hereto (in the case of Certificates
evidencing Stripped Common Equity Units), with such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as may be required by the rules of any
securities exchange on which the Common Equity Units are listed or any
depositary therefor, or as may,

                                       19

<PAGE>

consistently herewith, be determined by the officers of the Company executing
such Certificates, as evidenced by their execution of the Certificates.

      The definitive Certificates shall be produced in any manner as determined
by the officers of the Company executing the Common Equity Units evidenced by
such Certificates, consistent with the provisions of this Agreement, as
evidenced by their execution thereof.

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

                  THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF
            THE STOCK PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS
            REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY
            TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE
            DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
            EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON
            OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
            CIRCUMSTANCES DESCRIBED IN THE STOCK PURCHASE CONTRACT AGREEMENT AND
            NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS
            CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
            DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
            ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
            LIMITED CIRCUMSTANCES.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
            REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER,
            EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE
            NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
            REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO
            CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
            REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
            HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
            THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      Section 2.02 Form of Stock Purchase Contract Agent's Certificate of
Authentication.

      The form of the Stock Purchase Contract Agent's certificate of
authentication of the Common Equity Units shall be in substantially the form set
forth on the form of the applicable Certificates.

                                       20

<PAGE>

                                  ARTICLE III

                             THE COMMON EQUITY UNITS

      Section 3.01 Amount; Form and Denominations.

      The aggregate number of Common Equity Units evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to 72,000,000 (or 82,800,000 if the option granted to the Underwriters
pursuant to the Underwriting Agreement is exercised in full), except for
Certificates authenticated, executed and delivered upon registration of transfer
of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.04,
Section 3.05, Section 3.10, Section 3.13, Section 3.14 or Section 8.05.

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

      Section 3.02 Rights and Obligations Evidenced by the Certificates.

      Each Normal Common Equity Unit Certificate shall evidence the number of
Normal Common Equity Units specified therein, with each such Normal Common
Equity Unit representing (1) prior to the Initial Stock Purchase Date, the
ownership by the Holder thereof of a 1/80 undivided beneficial interest in a
Series A Trust Preferred Security, subject to the Pledge of such Series A Trust
Preferred Security by such Holder pursuant to the Pledge Agreement, (2) the
ownership by the Holder thereof of a 1/80 undivided beneficial interest in a
Series B Trust Preferred Security and (3) one Stock Purchase Contract. The Stock
Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on
behalf of, the Holder of each Normal Common Equity Unit, to pledge, pursuant to
the Pledge Agreement, the Trust Preferred Securities forming a part of such
Normal Common Equity Unit, to the Collateral Agent for the benefit of the
Company, and to grant to the Collateral Agent, for the benefit of the Company, a
security interest in the right, title and interest of such Holder (i) the Series
A Trust Preferred Securities to secure the obligation of the Holder under each
Stock Purchase Contract to purchase shares of Common Stock on the Initial Stock
Purchase Date and (ii) the Series B Trust Preferred Securities to secure the
obligation of the Holder under each Stock Purchase Contract to purchase shares
of Common Stock on the Subsequent Stock Purchase Date.

      Upon the creation of a Stripped Common Equity Unit pursuant to Section
3.13, each Stripped Common Equity Unit Certificate shall evidence the number of
Stripped Common Equity Units specified therein, with each such Stripped Common
Equity Unit representing (1) if such Stripped Common Equity Unit is created
prior to the Initial Stock Purchase Date, the ownership by the Holder thereof of
a 1/80 undivided beneficial interest in a Treasury Security that matures as of
the Applicable Remarketing Settlement Date for the Series A Trust Preferred
Securities with a principal amount at maturity equal to $1,000, subject to the
Pledge of such interest by such Holder pursuant to the Pledge Agreement, (2) the
ownership by the Holder thereof of a 1/80 undivided beneficial interest in a
Treasury Security that matures as of the Applicable Remarketing Settlement Date
for the Series B Trust Preferred Securities with a principal amount at maturity
equal to $1,000, subject to the Pledge of such interest by such

                                       21

<PAGE>

Holder pursuant to the Pledge Agreement, and (3) one Stock Purchase Contract.
The Stock Purchase Contract Agent is hereby authorized, as attorney-in-fact for,
and on behalf of, the Holder of each Stripped Common Equity Unit, to pledge,
pursuant to the Pledge Agreement, such Holder's interest in each Treasury
Security forming a part of such Stripped Common Equity Unit to the Collateral
Agent, for the benefit of the Company, and to grant to the Collateral Agent, for
the benefit of the Company, a security interest in the right, title and interest
of such Holder (i) the Series A Treasury Security to secure the obligation of
the Holder under each Stock Purchase Contract to purchase shares of Common Stock
on the Initial Stock Purchase Date and (ii) the Series B Treasury Security to
secure the obligation of the Holder under each Stock Purchase Contract to
purchase Shares of Common Stock on the Subsequent Stock Purchase Date.

      Such Stock Purchase Contract shall not entitle the Holder of a Common
Equity Unit to any of the rights of a holder of shares of Common Stock, prior to
the purchase of shares of Common Stock under each Stock Purchase Contract,
including, without limitation, the right to vote or receive any dividends or
other payments or to consent or to receive notice as a stockholder in respect of
the meetings of stockholders or for the election of directors of the Company or
for any other matter, or any other rights whatsoever as a stockholder of the
Company.

      Section 3.03 Execution, Authentication, Delivery and Dating.

      Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon
the execution and delivery of this Agreement, and at any time and from time to
time thereafter, the Company may deliver Certificates executed by the Company to
the Stock Purchase Contract Agent for authentication, execution on behalf of the
Holders and delivery, together with a written order from the Company for
authentication of such Certificates, and the Stock Purchase Contract Agent in
accordance with such written order shall authenticate, execute on behalf of the
Holders and deliver such Certificates.

      The Certificates shall be executed on behalf of the Company by its
Chairman of the Board of Directors, its Chief Executive Officer, its President,
its Chief Financial Officer, its Treasurer or one of its Vice Presidents. The
signature of any of these officers on the Certificates may be manual or
facsimile.

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

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

      Each Certificate shall be dated the date of its authentication.

                                       22

<PAGE>

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

      Section 3.04 Temporary Certificates.

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

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

      Section 3.05 Registration; Registration of Transfer and Exchange.

      The Stock Purchase Contract Agent shall keep at the Corporate Trust Office
a register (the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Stock Purchase Contract Agent shall provide
for the registration of Certificates and of transfers of Certificates (the Stock
Purchase Contract Agent, in such capacity, the "Security Registrar"). The
Security Registrar shall record separately the registration and transfer of the
Certificates evidencing Normal Common Equity Units and Stripped Common Equity
Units.

      Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Stock
Purchase Contract Agent, and the Stock Purchase Contract Agent shall
authenticate, execute on behalf of the designated transferee or transferees, and
deliver, in the name of the designated transferee or transferees, one or more

                                       23

<PAGE>

new Certificates of any authorized denominations, of like tenor, and evidencing
a like number of Normal Common Equity Units or Stripped Common Equity Units, as
the case may be.

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

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

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

      No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Security Registrar may
require payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Certificates, other than any exchanges pursuant to
Section 3.04, Section 3.06 and Section 8.05 not involving any transfer.

      Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase
Contract Agent shall not be obligated to authenticate, execute on behalf of the
Holder and deliver any Certificate in exchange for any other Certificate
presented or surrendered for registration of transfer or for exchange on or
after the Business Day immediately preceding the earliest to occur of any Early
Settlement Date with respect to the Common Equity Units evidenced by such
Certificate, any Cash Merger Early Settlement Date with respect to the Common
Equity Units evidenced by such Certificate, the Subsequent Stock Purchase Date
or the Termination Date. In lieu of delivery of a new Certificate, upon
satisfaction of the applicable conditions specified above in this Section and
receipt of appropriate registration or transfer instructions from such Holder,
the Stock Purchase Contract Agent shall:

            (i) if the Initial Stock Purchase Date or the Subsequent Stock
      Purchase Date (including upon any Cash Settlement) or an Early Settlement
      Date or a Cash Merger Early Settlement Date with respect to such other
      Certificate has occurred, deliver to such Holder the shares of Common
      Stock issuable in respect of the Stock Purchase Contracts forming a part
      of the Common Equity Units evidenced by such other Certificate;

                                       24

<PAGE>

            (ii) if a Termination Event shall have occurred prior to the Initial
      Stock Purchase Date, transfer the Series A Trust Preferred Securities or
      the Treasury Securities pledged in lieu thereof, as the case may be,
      evidenced thereby, to such Holder, in each case subject to the applicable
      conditions and in accordance with the applicable provisions of Section
      3.15 and Article V hereof; or

            (iii) if a Termination Event shall have occurred prior to the
      Subsequent Stock Purchase Date, transfer the Series B Trust Preferred
      Securities or the Treasury Securities pledged in lieu thereof, as the case
      may be, evidenced thereby, to such Holder, in each case subject to the
      applicable conditions and in accordance with the applicable provisions of
      Section 3.15 and Article V hereof.

      Section 3.06 Book-Entry Interests.

      The Certificates, on original issuance, will be issued in the form of one
or more fully registered Global Certificates, to be delivered to the Depositary
or its custodian by, or on behalf of, the Company. The Company hereby designates
DTC as the initial Depositary. Such Global Certificates shall initially be
registered on the books of the Security Registrar in the name of Cede & Co., the
nominee of the Depositary, and no Beneficial Owner will receive a definitive
Certificate representing such Beneficial Owner's interest in such Global
Certificate, except as provided in Section 3.09. The Stock Purchase Contract
Agent shall enter into an agreement with the Depositary if so requested by the
Company. Unless and until definitive, fully registered Certificates have been
issued to Beneficial Owners pursuant to Section 3.09:

            (i) the provisions of this Section 3.06 shall be in full force and
      effect;

            (ii) the Company, the Stock Purchase Contract Agent and the Security
      Registrar shall be entitled to deal with the Depositary for all purposes
      of this Agreement (including, without limitation, making Contract Payments
      and receiving approvals, votes or consents hereunder) as the Holder of the
      Common Equity Units and the sole holder of the Global Certificates and
      shall have no obligation to the Beneficial Owners; provided that any
      Beneficial Owner may directly enforce against the Company, without the
      involvement of the Depositary or any other Person, its right to receive
      definitive Certificates pursuant to Section 3.09;

            (iii) to the extent that the provisions of this Section 3.06
      conflict with any other provisions of this Agreement, the provisions of
      this Section 3.06 shall control; and

            (iv) the rights of the Beneficial Owners shall be exercised only
      through the Depositary and shall be limited to those established by law
      and agreements between such Beneficial Owners and the Depositary or the
      Depositary Participants; provided that any Beneficial Owner may directly
      enforce against the Company, without the involvement of the Depositary or
      any other Person, its right to receive definitive Certificates pursuant to
      Section 3.09.

Transfers of securities evidenced by Global Certificates shall be made through
the facilities of the Depositary, and any cancellation of, or increase or
decrease in the number of, such securities (including the creation of Stripped
Common Equity Units and the recreation of Normal Common

                                       25

<PAGE>

Equity Units pursuant to Section 3.13 and Section 3.14 respectively) shall be
accomplished by making appropriate annotations on the Schedule of Increases and
Decreases for such Global Certificate.

      Section 3.07 Notices to Holders.

      Whenever a notice or other communication to the Holders is required to be
given under this Agreement, the Company, the Company's agent or the Stock
Purchase Contract Agent, as the case may be, shall give such notices and
communications to the Holders and, with respect to any Common Equity Units
registered in the name of the Depositary or the nominee of the Depositary, the
Company, the Company's agent or the Stock Purchase Contract Agent, as the case
may be, shall, except as set forth herein, have no obligations to the Beneficial
Owners.

      Section 3.08 Appointment of Successor Depositary.

      If the Depositary elects to discontinue its services as securities
depositary with respect to the Common Equity Units, the Company may, in its sole
discretion, appoint a successor Depositary with respect to the Common Equity
Units.

      Section 3.09 Definitive Certificates.

      If:

            (i) the Depositary notifies the Company that it is unwilling or
      unable to continue its services as securities depositary with respect to
      the Common Equity Units and no successor Depositary has been appointed
      pursuant to Section 3.08 within 90 days after such notice; or

            (ii) the Depositary ceases to be a "clearing agency" registered
      under Section 17A of the Exchange Act when the Depositary is required to
      be so registered to act as the Depositary and so notifies the Company, and
      no successor Depositary has been appointed pursuant to Section 3.08 within
      90 days after such notice; or

            (iii) any event of default has occurred and is continuing under
      either series of Debentures or this Agreement; or

            (iv) the Company determines in its sole discretion that the Global
      Certificates shall be exchangeable for definitive Certificates,

then (x) definitive Certificates may be prepared by the Company with respect to
such Common Equity Units and delivered to the Stock Purchase Contract Agent and
(y) upon surrender of the Global Certificates representing the Common Equity
Units by the Depositary, accompanied by registration instructions, the Company
shall cause definitive Certificates to be delivered to Beneficial Owners in
accordance with the instructions of the Depositary. The Company and the Stock
Purchase Contract Agent shall not be liable for any delay in delivery of such
instructions and may conclusively rely on and shall be authorized and protected
in relying on, such instructions. Each definitive Certificate so delivered shall
evidence Common Equity Units of the same kind and tenor as the Global
Certificate so surrendered in respect thereof.

                                       26

<PAGE>

      Section 3.10 Mutilated, Destroyed, Lost and Stolen Certificates.

      If any mutilated Certificate is surrendered to the Stock Purchase Contract
Agent, the Company shall execute and deliver to the Stock Purchase Contract
Agent, and the Stock Purchase Contract Agent shall authenticate, execute on
behalf of the Holder, and deliver in exchange therefor, a new Certificate,
evidencing the same number of Normal Common Equity Units or Stripped Common
Equity Units, as the case may be, and bearing a Certificate number not
contemporaneously outstanding.

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

      Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase
Contract Agent shall not be obligated to authenticate, execute on behalf of the
Holder, and deliver to the Holder, a Certificate on or after the Business Day
immediately preceding the earliest of any Early Settlement Date with respect to
such lost, stolen, destroyed or mutilated Certificate, any Cash Merger Early
Settlement Date with respect to such lost, stolen, destroyed or mutilated
Certificate, the Initial Stock Purchase Date, the Subsequent Stock Purchase Date
or the Termination Date. In lieu of delivery of a new Certificate, upon
satisfaction of the applicable conditions specified above in this Section and
receipt of appropriate registration or transfer instructions from such Holder,
the Stock Purchase Contract Agent shall:

            (i) if the Initial Stock Purchase Date, the Subsequent Stock
      Purchase Date or Early Settlement Date or Cash Merger Early Settlement
      Date with respect to such lost, stolen, destroyed or mutilated Certificate
      has occurred, deliver to such Holder the shares of Common Stock issuable
      in respect of the Stock Purchase Contracts forming a part of the Common
      Equity Units evidenced by such Certificate; or

            (ii) if a Cash Settlement with respect to such lost, stolen,
      destroyed or mutilated Certificate or if a Termination Event shall have
      occurred prior to the Initial Stock Purchase Date or prior to the
      Subsequent Stock Purchase Date, transfer the Series A Trust Preferred
      Securities and the Series B Trust Preferred Securities (in the case of a
      Termination Event occurring prior to the Initial Stock Purchase Date) or
      the Series B Trust Preferred Securities (in the case of a Termination
      Event occurring prior to the Subsequent Stock Purchase Date) or the
      Treasury Securities pledged in substitution for the applicable Trust
      Preferred Securities, as the case may be, evidenced thereby, in each case
      subject to the applicable conditions and in accordance with the applicable
      provisions of Section 3.15 and Article V hereof.

                                       27

<PAGE>

      Upon the issuance of any new Certificate under this Section, the Company
and the Stock Purchase Contract Agent may require the payment by the Holder of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other fees and expenses (including, without
limitation, the fees and expenses of the Stock Purchase Contract Agent)
connected therewith.

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

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

      Section 3.11 Persons Deemed Owners.

      Prior to due presentment of a Certificate for registration of transfer,
the Company and the Stock Purchase Contract Agent, and any agent of the Company,
the Security Registrar or the Stock Purchase Contract Agent, may treat the
Person in whose name such Certificate is registered as the owner of the Common
Equity Units evidenced thereby for purposes of (subject to any applicable record
date) any payment or distribution on the Trust Preferred Securities, payment of
Contract Payments and performance of the Stock Purchase Contracts and for all
other purposes whatsoever in connection with such Common Equity Units, whether
or not such payment, distribution, or performance shall be overdue and
notwithstanding any notice to the contrary, and none of the Company, the
Security Registrar or the Stock Purchase Contract Agent, nor any agent of the
Company, the Security Registrar or the Stock Purchase Contract Agent, shall be
affected by notice to the contrary.

      Notwithstanding the foregoing, with respect to any Global Certificate,
nothing contained herein shall prevent the Company, the Security Registrar, the
Stock Purchase Contract Agent or any agent of the Company, the Security
Registrar or the Stock Purchase Contract Agent from giving effect to any written
certification, proxy or other authorization furnished by the Depositary (or its
nominee), as a Holder, with respect to such Global Certificate, or impair, as
between such Depositary and the related Beneficial Owner, the operation of
customary practices governing the exercise of rights of the Depositary (or its
nominee) as Holder of such Global Certificate. None of the Company, the Security
Registrar, the Stock Purchase Contract Agent or any agent of the Company, the
Security Registrar or the Stock Purchase Contract Agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global
Certificate or maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

                                       28

<PAGE>

      Section 3.12 Cancellation.

      All Certificates surrendered for delivery of shares of Common Stock on or
after the Initial Stock Purchase Date or the Subsequent Stock Purchase Date, as
applicable, or 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 Stock Purchase Contract Agent, be delivered to the Stock
Purchase Contract Agent along with appropriate written instructions from the
Company regarding the cancellation thereof and, if not already cancelled, shall
be promptly cancelled by it. The Company may at any time deliver to the Stock
Purchase Contract Agent for cancellation any Certificates previously
authenticated, executed and delivered hereunder that the Company may have
acquired in any manner whatsoever, and all Certificates so delivered shall, upon
an Issuer Order, be promptly cancelled by the Stock Purchase Contract Agent. No
Certificates shall be authenticated, executed on behalf of the Holder and
delivered in lieu of or in exchange for any Certificates cancelled as provided
in this Section, except as expressly permitted by this Agreement. All cancelled
Certificates held by the Stock Purchase Contract Agent shall be disposed of in
accordance with its customary practices.

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

      Section 3.13 Creation of Stripped Common Equity Units by Substitution of
Treasury Securities.

      Subject to the conditions set forth in this Agreement, a Holder may, at
any time from and after the date of this Agreement and until 5:00 p.m. (New York
City time) on the seventh Business Day immediately preceding any Remarketing
Settlement Date, effect a Collateral Substitution and separate the Pledged Trust
Preferred Securities from the related Stock Purchase Contracts in respect of all
or a portion of such Holder's Normal Common Equity Units by substituting for
such Pledged Trust Preferred Securities of each series, Treasury Securities or
portions thereof maturing on the corresponding Applicable Remarketing Settlement
Date in an aggregate principal amount at maturity equal to the aggregate
liquidation amount of such Pledged Trust Preferred Securities; provided that
Holders may make Collateral Substitutions only in integral multiples of 80
Normal Common Equity Units. To effect such substitution, the Holder must:

            (1)   if the substitution is made prior to the Initial Stock
                  Purchase Date, deposit with the Collateral Agent a Treasury
                  Security that has a principal amount payable on the Applicable
                  Remarketing Settlement Date for the Series A Trust Preferred
                  Securities of $1,000;

            (2)   deposit with the Collateral Agent a Treasury Security that has
                  a principal amount payable on the Applicable Remarketing
                  Settlement Date for the Series B Trust Preferred Securities of
                  $1,000; and

                                       29

<PAGE>

            (3)   transfer 80 Normal Common Equity Units to the Stock Purchase
                  Contract Agent accompanied by a notice to the Stock Purchase
                  Contract Agent, substantially in the form of Exhibit C hereto,
                  (i) stating that the Holder has deposited the relevant amount
                  of Treasury Securities with the Securities Intermediary for
                  credit to the Collateral Account and (ii) instructing the
                  Stock Purchase Contract Agent to instruct the Collateral Agent
                  to release the Pledged Trust Preferred Securities underlying
                  such Normal Common Equity Units, whereupon the Stock Purchase
                  Contract Agent shall promptly provide an instruction to such
                  effect to the Collateral Agent, substantially in the form of
                  Exhibit A to the Pledge Agreement.

Upon receipt of the Treasury Securities described in clauses (1) and (2) above
and the instruction described in clause (3) above, in accordance with the terms
of the Pledge Agreement, the Collateral Agent will cause the Securities
Intermediary to effect the release of such Pledged Trust Preferred Securities
from the Pledge and the transfer of such Trust Preferred Securities to the Stock
Purchase Contract Agent on behalf of the Holder free and clear of the Company's
security interest therein. Upon receipt of such Trust Preferred Securities, the
Stock Purchase Contract Agent shall promptly:

            (ii) cancel the related Normal Common Equity Units;

            (iii) transfer the Series A Trust Preferred Securities (if prior to
      the Initial Stock Settlement Date) and Series B Trust Preferred Securities
      to the Holder (such Trust Preferred Securities shall be tradeable as a
      separate security, independent of the resulting Stripped Common Equity
      Units); and

            (iv) authenticate, execute on behalf of such Holder and deliver
      Stripped Common Equity Units in book-entry form, or if applicable, in the
      form of a Stripped Common Equity Unit Certificate executed by the Company
      in accordance with Section 3.03 evidencing the same number of Stock
      Purchase Contracts as were evidenced by the cancelled Normal Common Equity
      Units.

      Holders who elect to separate the Trust Preferred Securities from the
related Stock Purchase Contracts and to substitute Treasury Securities for such
Trust Preferred Securities shall be responsible for any fees or expenses
(including, without limitation, fees and expenses payable to the Collateral
Agent for its services as Collateral Agent) in respect of the substitution, and
neither the Company nor the Stock Purchase Contract Agent shall be responsible
for any such fees or expenses.

      In the event a Holder making a Collateral Substitution pursuant to this
Section 3.13 fails to effect a book-entry transfer of the Normal Common Equity
Units or fails to deliver Normal Common Equity Unit Certificates to the Stock
Purchase Contract Agent after depositing Treasury Securities with the Securities
Intermediary, any distributions on the Trust Preferred Securities constituting a
part of such Normal Common Equity Units shall be held in the name of the Stock
Purchase Contract Agent or its nominee in trust for the benefit of such Holder,
until such Normal Common Equity Units are so transferred or the Normal Common
Equity Unit Certificate is so delivered, as the case may be, or until such
Holder provides evidence

                                       30

<PAGE>

satisfactory to the Company and the Stock Purchase Contract Agent that such
Normal Common Equity Unit Certificate has been destroyed, lost or stolen,
together with any indemnity that may be required by the Stock Purchase Contract
Agent and the Company.

      Except as described in Section 5.02 or in this Section 3.13 or in
connection with a Cash Settlement, an Early Settlement, a Cash Merger Early
Settlement or a Termination Event, for so long as the Stock Purchase Contract
underlying a Normal Common Equity Unit remains in effect, such Normal Common
Equity Unit shall not be separable into its constituent parts, and the rights
and obligations of the Holder in respect of the Trust Preferred Securities and
the Stock Purchase Contract comprising such Normal Common Equity Unit may be
acquired, and may be transferred and exchanged, only as a Normal Common Equity
Unit.

      Section 3.14 Recreation of Normal Common Equity Units

      Subject to the conditions set forth in this Agreement, a Holder of
Stripped Common Equity Units may recreate Normal Common Equity Units (i) at any
time until 5:00 p.m. (New York City time) on the seventh Business Day
immediately preceding any Remarketing Settlement Date; provided that Holders of
Stripped Common Equity Units may only recreate Normal Common Equity Units in
integral multiples of 80 Stripped Common Equity Units. To recreate Normal Common
Equity Units, the Holder must:

            (1)   if the substitution is made prior to the Initial Stock
                  Purchase Date, transfer to the Securities Intermediary Series
                  A Trust Preferred Securities having an aggregate liquidation
                  amount equal to the aggregate principal amount at stated
                  maturity of the corresponding Pledged Treasury Securities
                  comprising part of the Stripped Common Equity Units;

            (2)   transfer to the Securities Intermediary Series B Trust
                  Preferred Securities having an aggregate liquidation amount
                  equal to the aggregate principal amount at stated maturity of
                  the corresponding Pledged Treasury Securities comprising part
                  of the Stripped Common Equity Units; and

            (3)   transfer the related Stripped Common Equity Units to the Stock
                  Purchase Contract Agent accompanied by a notice to the Stock
                  Purchase Contract Agent, substantially in the form of Exhibit
                  C hereto, (i) stating that the Holder has transferred the
                  relevant amount of Series A Trust Preferred Securities (if the
                  substitution is made prior to the Initial Stock Purchase Date)
                  and Series B Trust Preferred Securities to the Securities
                  Intermediary for deposit in the Collateral Account and (ii)
                  instructing the Stock Purchase Contract Agent to instruct the
                  Collateral Agent to release the Pledged Treasury Securities
                  underlying such Stripped Common Equity Units, whereupon the
                  Stock Purchase Contract Agent shall promptly provide an
                  instruction to such effect to the Collateral Agent,
                  substantially in the form of Exhibit C to the Pledge
                  Agreement.

Upon receipt of the Trust Preferred Securities described in clauses (1) and (2)
above and the instruction described in clause (3) above, in accordance with the
terms of the Pledge Agreement,

                                       31

<PAGE>

the Collateral Agent will cause the Securities Intermediary to effect the
release of the Pledged Treasury Securities having a corresponding aggregate
principal amount at maturity from the Pledge and the transfer thereof to the
Stock Purchase Contract Agent on behalf of the Holder free and clear of the
Company's security interest therein. Upon receipt of such Treasury Securities,
the Stock Purchase Contract Agent shall promptly:

            (i) cancel the related Stripped Common Equity Units;

            (ii) transfer the Treasury Securities to the Holder; and

            (iii) authenticate, execute on behalf of such Holder and deliver
      Normal Common Equity Units in book-entry form or, if applicable, in the
      form of a Normal Common Equity Unit Certificate executed by the Company in
      accordance with Section 3.03 evidencing the same number of Stock Purchase
      Contracts as were evidenced by the cancelled Stripped Common Equity Units.

      Holders who elect to recreate Normal Common Equity Units shall be
responsible for any fees or expenses (including, without limitation, fees and
expenses payable to the Collateral Agent for its services as Collateral Agent)
in respect of the recreation, and neither the Company nor the Stock Purchase
Contract Agent shall be responsible for any such fees or expenses.

      Except as provided in Section 5.02 or in this Section 3.14 or in
connection with a Cash Settlement, an Early Settlement, a Cash Merger Early
Settlement or a Termination Event, for so long as the Stock Purchase Contract
underlying a Stripped Common Equity Unit remains in effect, such Stripped Common
Equity Unit shall not be separable into its constituent parts and the rights and
obligations of the Holder of such Stripped Common Equity Unit in respect of the
1/80 of a Treasury Security and the Stock Purchase Contract comprising such
Stripped Common Equity Unit may be acquired, and may be transferred and
exchanged, only as a Stripped Common Equity Unit.

      Section 3.15 Transfer of Collateral upon Occurrence of Termination Event.

      Upon the occurrence of a Termination Event and the transfer to the Stock
Purchase Contract Agent of the Trust Preferred Securities or the Treasury
Securities, as the case may be, underlying the Normal Common Equity Units and
the Stripped Common Equity Units, as the case may be, pursuant to the terms of
the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer
instructions with respect to such Trust Preferred Securities or Treasury
Securities, as the case may be, from each Holder by written request,
substantially in the form of Exhibit D hereto, mailed to such Holder at its
address as it appears in the Security Register.

      Upon book-entry transfer of the Normal Common Equity Units or the Stripped
Common Equity Units or delivery of a Normal Common Equity Unit Certificate or
Stripped Common Equity Unit Certificate to the Stock Purchase Contract Agent
with such transfer instructions, the Stock Purchase Contract Agent shall
transfer the Trust Preferred Securities or Treasury Securities, as the case may
be, underlying such Normal Common Equity Units or Stripped Common Equity Units,
as the case may be, to such Holder by book-entry transfer, or other appropriate
procedures, in accordance with such instructions. In the event a Holder of
Normal Common Equity Units or Stripped Common Equity Units fails to effect such
transfer or delivery,

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<PAGE>

the Trust Preferred Securities or Treasury Securities, as the case may be,
underlying such Normal Common Equity Units or Stripped Common Equity Units, as
the case may be, and any distributions thereon, shall be held in the name of the
Stock Purchase Contract Agent or its nominee in trust for the benefit of such
Holder, until the earlier to occur of:

            (i) the transfer of such Normal Common Equity Units or Stripped
      Common Equity Units or surrender of the Normal Common Equity Unit
      Certificate or Stripped Common Equity Unit Certificate or the receipt by
      the Company and the Stock Purchase Contract Agent from such Holder of
      satisfactory evidence that such Normal Common Equity Unit Certificate or
      Stripped Common Equity Unit Certificate has been destroyed, lost or
      stolen, together with any indemnity that may be required by the Stock
      Purchase Contract Agent and the Company; and

            (ii) the expiration of the time period specified in the abandoned
      property laws of the relevant State in which the Stock Purchase Contract
      Agent holds such property.

      Section 3.16 No Consent to Assumption.

      Each Holder of a Common Equity Unit, by acceptance thereof, shall be
deemed expressly to have withheld any consent to the assumption under Section
365 of the Bankruptcy Code or otherwise, of the Stock Purchase Contract by the
Company or its trustee, receiver, liquidator or a person or entity performing
similar functions in the event that the Company becomes the debtor under the
Bankruptcy Code or subject to other similar state or Federal law providing for
reorganization or liquidation.

                                   ARTICLE IV

                         THE TRUST PREFERRED SECURITIES

      Section 4.01 Distributions; Rights to Distributions Preserved.

      Any payment on any Trust Preferred Security which is paid on any Payment
Date shall, subject to receipt thereof by the Stock Purchase Contract Agent from
the Company (in the case of a Trust Preferred Security that is held in the name
of the Stock Purchase Contract Agent) or from the Collateral Agent as provided
by the terms of the Pledge Agreement (in the case of a Trust Preferred Security
that is held in the name of the Collateral Agent), be paid by the Stock Purchase
Contract Agent to the Person in whose name the Normal Common Equity Unit
Certificate (or one or more Predecessor Normal Common Equity Unit Certificates)
of which such Trust Preferred Securities form a part is registered at the close
of business on the Record Date for such Payment Date.

      Each Normal Common Equity Unit Certificate evidencing the ownership
interest in the underlying Trust Preferred Securities delivered under this
Agreement upon registration of transfer of or in exchange for or in lieu of any
other Normal Common Equity Unit Certificate shall carry the right to accrued and
unpaid interest or distributions, and to accrue distributions, which were
carried by the Trust Preferred Securities underlying such other Normal Common
Equity Unit Certificate.

                                       33

<PAGE>

      In the case of any Normal Common Equity Units with respect to which (A) a
Cash Settlement of the underlying Stock Purchase Contract is properly effected
pursuant to Section 5.02(b) or Section 5.02(e) hereof, (B) an Early Settlement
of the underlying Stock Purchase Contract is properly effected pursuant to
Section 5.07 hereof, (C) a Cash Merger Early Settlement of the underlying Stock
Purchase Contract is properly effected pursuant to Section 5.04(b)(ii) hereof,
(D) a Collateral Substitution is properly effected pursuant to Section 3.13, or
(E) a Successful Remarketing occurs with respect to the Trust Preferred
Securities that are part of such Normal Common Equity Units, in each case on a
date that is after any Record Date and prior to or on the next succeeding
Payment Date, distributions on the Trust Preferred Securities underlying such
Normal Common Equity Units otherwise payable on such Payment Date shall be
payable on such Payment Date notwithstanding such Cash Settlement, Early
Settlement, Cash Merger Early Settlement, Collateral Substitution or Successful
Remarketing, and such payment or distributions shall, subject to receipt thereof
by the Stock Purchase Contract Agent, be payable to the Person in whose name the
Normal Common Equity Unit Certificate (or one or more Predecessor Normal Common
Equity Unit Certificates) was registered at the close of business on the Record
Date.

      Except as otherwise expressly provided in the immediately preceding
paragraph, in the case of any Normal Common Equity Units with respect to which
Cash Settlement, Early Settlement or Cash Merger Early Settlement of the
underlying Stock Purchase Contract is properly effected, or with respect to
which a Collateral Substitution has been effected, payments on the related Trust
Preferred Securities that would otherwise be payable or made after the Initial
Stock Purchase Date (for the Series A Trust Preferred Securities), the
Subsequent Stock Purchase Date (for the Series B Trust Preferred Securities),
Early Settlement Date, Cash Merger Early Settlement Date or the date of the
Collateral Substitution, as the case may be, shall not be payable hereunder to
the Holder of such Normal Common Equity Units; provided, however, that to the
extent that such Holder continues to hold Separate Trust Preferred Securities
that formerly comprised a part of such Holder's Normal Common Equity Units, such
Holder shall be entitled to receive distributions on such Separate Trust
Preferred Securities.

      Section 4.02 Notice and Voting.

      Under the terms of the Pledge Agreement, the Stock Purchase Contract Agent
will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Trust Preferred Securities, but only to the extent
instructed in writing by the Holders as described below. Upon receipt of notice
of any meeting at which holders of any series of Trust Preferred Securities are
entitled to vote or upon any solicitation of consents, waivers or proxies of
holders of any series of Trust Preferred Securities, the Stock Purchase Contract
Agent shall, as soon as practicable thereafter, mail, first class, postage
pre-paid, to the Holders of Normal Common Equity Units a notice:

            (i) containing such information as is contained in the notice or
      solicitation;

            (ii) stating that each Holder on the record date set by the Stock
      Purchase Contract Agent therefor (which, to the extent possible, shall be
      the same date as the record date for determining the holders of the
      applicable series of Trust Preferred Securities, as the case may be,
      entitled to vote) shall be entitled to instruct the Stock

                                       34

<PAGE>

      Purchase Contract Agent as to the exercise of the voting rights pertaining
      to such Trust Preferred Securities underlying their Normal Common Equity
      Units; and

            (iii) stating the manner in which such instructions may be given.

      Upon the written request of the Holders of Normal Common Equity Units on
such record date received by the Stock Purchase Contract Agent at least six days
prior to such meeting, the Stock Purchase Contract Agent shall endeavor insofar
as practicable to vote or cause to be voted, in accordance with the instructions
set forth in such requests, the maximum number of Trust Preferred Securities, as
the case may be, as to which any particular voting instructions are received. In
the absence of specific instructions from the Holder of a Normal Common Equity
Unit, the Stock Purchase Contract Agent shall abstain from voting the Trust
Preferred Securities underlying such Normal Common Equity Unit. The Company
hereby agrees, if applicable, to solicit Holders of Normal Common Equity Units
to timely instruct the Stock Purchase Contract Agent in order to enable the
Stock Purchase Contract Agent to vote such Trust Preferred Securities.

      The Holders of Normal Common Equity Units and Stripped Common Equity Units
shall have no voting or other rights in respect of Common Stock.

                                   ARTICLE V

                             THE PURCHASE CONTRACTS

      Section 5.01 Purchase of Shares of Common Stock.

      (a) Each Stock Purchase Contract shall obligate the Holder of the related
Common Equity Unit to purchase, and the Company to sell, on each of the Initial
Stock Purchase Date and the Subsequent Stock Purchase Date at a price equal to
$12.50 (the "Purchase Price"), a number of newly issued or treasury shares of
Common Stock per Common Equity Unit (subject to Section 5.09) equal to the
applicable Settlement Rate (as defined below) unless an Early Settlement, a Cash
Merger Early Settlement or a Termination Event with respect to the Common Equity
Units of which such Stock Purchase Contract is a part shall have occurred. The
"Settlement Rate" with respect to each Stock Purchase Contract, shall be an
amount equal to the sum of the "Daily Amounts" (as defined below) calculated for
each Determination Date during the Trading Day Period. The "Daily Amount" for
each Determination Date in the Trading Day Period, subject to any then
applicable anti-dilution adjustments, is defined as:

            (i) for each Determination Date on which the Closing Price (as
      defined below) for the Common Stock is less than or equal to the Reference
      Price, a fraction of one share of Common Stock per Common Equity Unit
      equal to:

      1/20 times $12.50 divided by the Reference Price (the "Maximum Daily
                               Settlement Rate"),

            (ii) for each Determination Date on which the Closing Price for the
      Common Stock is greater than the Reference Price but less than the
      Threshold Appreciation Price, a fraction of one share of Common Stock per
      Common Equity Unit equal to:

                                       35

<PAGE>

               1/20 times $12.50 divided by the Closing Price, and

            (iii) for each Determination Date on which the Closing Price for the
      Common Stock is greater than or equal to the Threshold Appreciation Price,
      a fraction of one share of Common Stock per Common Equity Unit equal to:

1/20 times $12.50 divided by the Threshold Appreciation Price (the "Minimum
Daily Settlement Rate" and, together with the Maximum Daily Settlement Rate, the
"Fixed Daily Settlement Rates"),

in each case subject to adjustment as provided in Section 5.04 (and in each case
rounded upward or downward to the nearest 1/10,000th of a share).

      The Company shall give notice to the Holders if a Market Disruption Event
occurs during a day that would otherwise constitute one of the 20 Trading Days
in the Trading Day Period for determining the Daily Amounts.

      If the 20 Trading Days in the Trading Day Period have not occurred prior
to the third Business Day immediately prior to the applicable Stock Purchase
Date, all remaining Trading Days in the Trading Day Period will be determined to
occur on that third Business Day and the Closing Price for each of the remaining
Trading Days in the Trading Day Period will be the Closing Price per share of
the Common Stock on such third Business Day or if such Business Day is not a
Trading Day, the Closing Price as determined in its reasonable discretion by a
nationally recognized independent investment banking firm retained by the
Company for this purpose.

      The "Closing Price" of the Common Stock on any Determination Date means:

            (i) the closing sale price as of the close of the principal trading
      session (or, if no closing price is reported, the last reported sale
      price) on the New York Stock Exchange, Inc. (the "NYSE") on that date; or

            (ii) if the Common Stock is not listed for trading on the NYSE on
      any such date, the closing sale price (or, if no closing price is
      reported, the last reported sale price) per share as reported in the
      composite transactions for the principal United States national or
      regional securities exchange on which the Common Stock is so listed; or

            (iii) if the Common Stock is not so listed on a United States
      national or regional securities exchange, the last closing sale price per
      share as reported by the Nasdaq Stock Market; or

            (iv) if the Common Stock is not so reported by the Nasdaq Stock
      Market, the last quoted bid price for the Common Stock in the
      over-the-counter market as reported by PinkSheets LLC (formerly known as
      the National Quotation Bureau) or similar organization; or

            (v) if the bid price referred to in clause (iv) is not available,
      the market value of the Common Stock on such date as determined by a
      nationally recognized independent

                                       36

<PAGE>

      investment banking firm retained by the Company for purposes of
      determining the Closing Price.

      "Determination Date" means any Trading Day in the Trading Day Period on
which a portion of the Common Stock deliverable in respect of the applicable
Stock Purchase Contract is determined herein.

      A "Market Disruption Event" means any of the following events that the
Company, in its reasonable discretion, determines has occurred and is material:

            (i) any suspension of, or limitation imposed on, trading by any
      exchange or quotation system on which the closing price is determined
      pursuant to the definition of the Trading Day (a "Relevant Exchange")
      during the one-hour period prior to the close of trading for the regular
      trading session on the Relevant Exchange and whether by reason of
      movements in price exceeding limits permitted by the Relevant Exchange, or
      otherwise:

            (1)   relating to Common Stock; or

            (2)   in futures or options contracts relating to the Common Stock
                  on the Relevant Exchange;

            (ii) any event (other than an event described in clause (iii)) that
      disrupts or impairs (as determined by the Company in its reasonable
      discretion) the ability of market participants during the one-hour period
      prior to the close of trading for the regular trading session on the
      Relevant Exchange in general:

            (1)   to effect transactions in, or obtain market values for, the
                  Common Stock on the Relevant Exchange; or

            (2)   to effect transactions in, or obtain market values for,
                  futures or options contracts relating to the Common Stock on
                  the Relevant Exchange; or

            (iii) the failure to open of the Relevant Exchange on which futures
      or options contracts relating to the Common Stock, are traded or the
      closure of such exchange prior to its respective scheduled closing time
      for the regular trading session on such day (without regard to after hours
      or any other trading outside of the regular trading session hours) unless
      such earlier closing time is announced by such exchange at least one hour
      prior to the earlier of:

            (1)   the actual closing time for the regular trading session on
                  such day, and

            (2)   the submission deadline for orders to be entered into such
                  exchange for execution at the actual closing time on such day.

      A "Trading Day" means a Business Day on which the Relevant Exchange is
scheduled to be open for business and on which there has not occurred or does
not exist a Market Disruption Event.

                                       37

<PAGE>

      "Trading Day Period" means the 20 consecutive Trading Days beginning on
July 9, 2008 for the Initial Stock Purchase Date, and the 20 consecutive Trading
Days beginning on January 7, 2009 for the Subsequent Stock Purchase Date.

      (b) Each Holder of a Normal Common Equity Unit or a Stripped Common Equity
Unit, by its acceptance of such Common Equity Unit will be deemed to have:

            (i) duly appointed the Stock Purchase Contract Agent to enter into
      and perform the related Stock Purchase Contract and the Pledge Agreement
      on its behalf and in its name as its attorney-in-fact (including, without
      limitation, the execution of Certificates on behalf of such Holder);

            (ii) irrevocably agreed to be bound by the terms and provisions of
      such Stock Purchase Contract and the Pledge Agreement;

            (iii) covenanted and agreed to perform its obligations under such
      Stock Purchase Contract for so long as such Holder remains a Holder of a
      Normal Common Equity Unit or a Stripped Common Equity Unit;

            (iv) irrevocably authorized the Stock Purchase Contract Agent to
      enter into and perform this Agreement and the Pledge Agreement on its
      behalf and in its name as its attorney-in-fact;

            (v) consents to, and agrees to be bound by, the Pledge of such
      Holder's right, title and interest in and to the Collateral Account,
      including the Trust Preferred Securities and the Treasury Securities
      pursuant to the Pledge Agreement;

            (vi) for United States federal, state and local income and franchise
      tax purposes, agrees to take the positions set forth in Section 10.07(b);

            (vii) irrevocably directed the Stock Purchase Contract Agent to
      execute the Remarketing Agreement at the direction of the Company, without
      the receipt of any opinion or certificate,

provided that upon a Termination Event, the rights of the Holder of such Common
Equity Units under the Stock Purchase Contract may be enforced without regard to
any other rights or obligations.

      (c) Each Holder of a Normal Common Equity Unit or a Stripped Common Equity
Unit, by its acceptance thereof, shall be deemed to have further covenanted and
agreed that to the extent and in the manner provided in Section 5.02 hereof and
the provisions of the Pledge Agreement, but subject to the terms thereof,
Proceeds of the Trust Preferred Securities or the Treasury Securities, as
applicable, on the Stock Purchase Date, shall be paid by the Collateral Agent to
the Company in satisfaction of such Holder's obligations under such Stock
Purchase Contract and such Holder shall acquire no right, title or interest in
such Proceeds except that any proceeds of the Remarketing in excess of the
aggregate Purchase Price applicable to the related Normal Common Equity Units
plus the portion of the Remarketing Fee attributable to such

                                       38

<PAGE>

Pledged Trust Preferred Securities will be remitted to the Stock Purchase
Contract Agent for payment to the Holders of the related Normal Common Equity
Units.

      (d) Upon registration of transfer of a Certificate, the transferee shall
be bound (without the necessity of any other action on the part of such
transferee) by the terms of this Agreement, the Stock Purchase Contracts
underlying such Certificate and the Pledge Agreement and the transferor shall be
released from the obligations under this Agreement, the Stock Purchase Contracts
underlying the Certificate so transferred and the Pledge Agreement. The Company
covenants and agrees, and each Holder of a Certificate, by its acceptance
thereof, likewise shall be deemed to have covenanted and agreed, to be bound by
the provisions of this paragraph.

      Section 5.02 Remarketing; Payment of Purchase Price.

      (a) (i) The Company shall conduct a Remarketing of each series of Trust
Preferred Securities in accordance with Article X of the relevant Trust
Agreement and the Remarketing Agreement.

            (ii) With respect to any Trust Preferred Securities which constitute
      part of Normal Common Equity Units which are subject to the Remarketing
      with respect to the Third Remarketing Settlement Date for each series of
      the Trust Preferred Securities, the Collateral Agent for the benefit of
      the Company reserves all of its rights as a secured party with respect
      thereto and, subject to applicable law and Section 5.02(c) below, may,
      among other things, (A) retain such Trust Preferred Securities in full
      satisfaction of the Holders' obligations under the Stock Purchase
      Contracts or (B) sell such Trust Preferred Securities in one or more
      public or private sales or otherwise.

            (iii) Prior to 5:00 p.m. (New York City time) on the fifth Business
      Day immediately preceding the applicable Remarketing Date Holders of
      Separate Trust Preferred Securities may elect to have their Separate Trust
      Preferred Securities remarketed under the Remarketing Agreement by
      delivering their Separate Trust Preferred Securities, along with a notice
      of such election, substantially in the form of Exhibit F to the Pledge
      Agreement, to the Custodial Agent. The Custodial Agent shall hold Separate
      Trust Preferred Securities in an account separate from the Collateral
      Account in which the Pledged Trust Preferred Securities (as defined in the
      Pledge Agreement) shall be held. Holders of Separate Trust Preferred
      Securities electing to have their Separate Trust Preferred Securities
      remarketed will also have the right to withdraw that election by written
      notice to the Custodial Agent, substantially in the form of Exhibit G to
      the Pledge Agreement, by 5:00 p.m. (New York City time) on the fifth
      Business Day immediately preceding the applicable Remarketing Date, upon
      which notice the Custodial Agent shall return such Separate Trust
      Preferred Securities to such Holder. Promptly after 11:00 a.m. on the
      Business Day immediately preceding the applicable Remarketing Date, the
      Custodial Agent shall notify the Remarketing Agent of the aggregate
      liquidation amount of the Separate Trust Preferred Securities to be
      remarketed. After such time, such election shall become an irrevocable
      election to have such Separate Trust Preferred Securities remarketed in
      such Remarketing.

                                       39

<PAGE>

            (iv) The Stock Purchase Contract Agent shall give Holders of Common
      Equity Units, and the Company shall request that the Depositary or its
      nominee give Depositary Participants holding Common Equity Units and
      Separate Trust Preferred Securities, notice of a Remarketing at least 21
      Business Days prior to the related Remarketing Date. Such notice will set
      forth the information required to be set forth in the notice pursuant to
      Section 10.4(a) of the relevant Trust Agreement.

      (b) (i) Unless an Early Settlement or a Cash Merger Early Settlement has
occurred prior to the applicable Stock Purchase Date, each Holder of Normal
Common Equity Units shall have the right to satisfy such Holder's obligations
under the Stock Purchase Contract on such Stock Purchase Date in cash by
notifying the Stock Purchase Contract Agent by use of a notice in substantially
the form of Exhibit E hereto of its intention to pay in cash ("Cash Settlement")
by 5:00 p.m. (New York City time) on the fifth Business Day immediately
preceding the applicable Stock Purchase Date. Promptly following 5:00 p.m. (New
York City time) on the fifth Business Day immediately preceding the applicable
Stock Purchase Date, the Stock Purchase Contract Agent shall notify the
Collateral Agent of the receipt of such notices from Holders intending to make a
Cash Settlement by use of a notice in substantially the form of Exhibit F
hereto.

            (ii) A Holder of a Normal Common Equity Unit who has so notified the
      Stock Purchase Contract Agent of its intention to effect a Cash Settlement
      shall pay the Purchase Price to the Collateral Agent for deposit in the
      Collateral Account by 5:00 p.m. (New York City time) on the fourth
      Business Day immediately preceding the applicable Stock Purchase Date, in
      lawful money of the United States by certified or cashiers' check or wire
      transfer of immediately available funds payable to or upon the order of
      the Securities Intermediary. Any cash so received shall be paid to the
      Company on the applicable Stock Purchase Date in partial settlement, in
      the case of the Initial Stock Purchase Date, and full settlement, in the
      case of the Subsequent Stock Purchase Date, of the Stock Purchase
      Contracts in accordance with the terms of this Agreement and the Pledge
      Agreement.

            (iii) If a Holder of a Normal Common Equity Unit does not notify the
      Stock Purchase Contract Agent of its intention to make a Cash Settlement
      in accordance with Section 5.02(b)(ii) above, or does notify the Stock
      Purchase Contract Agent in accordance with Section 5.02(b)(i) above but
      fails to make such payment as required by Section 5.02(b)(ii) above, such
      Holder shall be deemed to have consented to the disposition of the Pledged
      Trust Preferred Securities pursuant to the next applicable Remarketing.

            (iv) As soon as practicable after 5:00 p.m. (New York City time) on
      the fourth Business Day preceding the applicable Stock Purchase Date, the
      Collateral Agent, based on cash payments received by the Collateral Agent
      pursuant to Section 5.02(b)(ii) hereof, shall promptly notify the Stock
      Purchase Contract Agent of the aggregate liquidation amount of Trust
      Preferred Securities to be tendered for purchase in the Remarketing in a
      notice pursuant to the terms of the Pledge Agreement.

                                       40

<PAGE>

            (v) In the event of a Failed Remarketing in respect of the Series A
      Trust Preferred Securities, (A) the Initial Stock Purchase Date shall be
      deferred for a quarterly period (except in the case of a Failed
      Remarketing with respect to the Third Remarketing Settlement Date for the
      Series A Trust Preferred Securities, in which case the Stock Purchase Date
      shall occur on the Third Remarketing Settlement Date for the Series A
      Trust Preferred Securities), and (B) if the Holders of Common Equity Units
      have delivered cash in order to effect Cash Settlement in accordance with
      Section 5.02(b)(ii) above, the Collateral Agent will promptly return the
      cash that it has received with respect to the Cash Settlement to the Stock
      Purchase Contract Agent for distribution to the applicable Holders of
      Normal Common Equity Units.

            (vi) In the event of a Failed Remarketing in respect of the Series B
      Trust Preferred Securities, (A) the Subsequent Stock Purchase Date shall
      be deferred for a quarterly period (except in the case of a Failed
      Remarketing with respect to the Third Remarketing Settlement Date for the
      Series B Trust Preferred Securities, in which case the Stock Purchase Date
      shall occur on the Third Remarketing Settlement Date for the Series B
      Trust Preferred Securities), and (B) if the Holders of Common Equity Units
      have delivered cash in order to effect Cash Settlement in accordance with
      Section 5.02(b)(ii) above, the Collateral Agent will promptly return the
      cash that it has received with respect to the Cash Settlement to the Stock
      Purchase Contract Agent for distribution to the applicable Holders of
      Normal Common Equity Units.

            (vii) In the event of a Successful Remarketing, if the Holders of
      Common Equity Units have delivered cash in order to effect Cash
      Settlement, the Collateral Agent will cause (i) the Securities
      Intermediary to effect the release from the Pledge such Holders related of
      Pledged Trust Preferred Securities of the series subject to the Successful
      Remarketing as to which such Holders have effected a Cash Settlement and
      (ii) the transfer of such Trust Preferred Securities to the Stock Purchase
      Contract Agent on behalf of the Holders free and clear of the Company's
      security interest therein. Upon receipt of such Trust Preferred
      Securities, the Stock Purchase Contract Agent shall promptly transfer the
      Trust Preferred Securities to the Holders.

      (c) The obligations of the Holders to pay the Purchase Price are
non-recourse obligations and, except to the extent satisfied by Early
Settlement, Cash Merger Early Settlement or Cash Settlement, are payable solely
out of the Proceeds of any Collateral pledged to secure the obligations of the
Holders, and in no event will Holders be liable for any deficiency between the
Proceeds of the disposition of Collateral and the Purchase Price.

      (d) The Company shall not be obligated to issue any shares of Common Stock
in respect of a Stock Purchase Contract or deliver any certificates thereof to
the Holder of the related Common Equity Units unless the Company shall have
received payment for the Common Stock to be purchased thereunder in the manner
herein set forth.

      Section 5.03 Issuance of Shares of Common Stock.

      Unless a Termination Event, an Early Settlement or a Cash Merger Early
Settlement shall have occurred, subject to Section 5.04(b)(ii), on the
applicable Stock Purchase Date upon receipt

                                       41

<PAGE>

of the aggregate Purchase Price payable on all Outstanding Common Equity Units,
the Company shall issue and deposit with the Stock Purchase Contract Agent, for
the benefit of the Holders of the Outstanding Common Equity Units, by book entry
transfer or in the form of one or more certificates representing newly issued or
treasury shares of Common Stock registered in the name of the Stock Purchase
Contract Agent (or its nominee) as custodian for the Holders (such certificates
for shares of Common Stock, together with any dividends or distributions for
which a record date and payment date for such dividend or distribution has
occurred after the Stock Purchase Date, being hereinafter referred to as the
"Stock Purchase Contract Settlement Fund") to which the Holders are entitled
hereunder.

      Subject to the foregoing, upon surrender of a Certificate to the Stock
Purchase Contract Agent on or after the Initial Stock Purchase Date, the
Subsequent Stock Purchase Date, the Early Settlement Date or the Cash Merger
Early Settlement Date, as the case may be, together with settlement instructions
thereon duly completed and executed, the Holder of such Certificate shall be
entitled to receive forthwith in exchange therefor, by book entry transfer or in
the form of a certificate, that whole number of newly issued or treasury shares
of Common Stock which such Holder is entitled to receive pursuant to the
provisions of this Article V (after taking into account all Common Equity Units
then held by such Holder), together with cash in lieu of fractional shares as
provided in Section 5.09 and any dividends or distributions with respect to such
shares constituting part of the Stock Purchase Contract Settlement Fund, but
without any interest thereon, and the Certificate so surrendered shall forthwith
be cancelled. Such shares shall be registered in the name of the Holder or the
Holder's designee as specified in the settlement instructions provided by the
Holder to the Stock Purchase Contract Agent. If any shares of Common Stock
issued in respect of a Stock Purchase Contract are to be registered to a Person
other than the Person in whose name the Certificate evidencing a Common Equity
Unit of which such Stock Purchase Contract forms a part is registered (but
excluding any Depositary or nominee thereof), no such registration shall be made
unless the Person requesting such registration has paid any transfer and other
taxes required by reason of such registration in a name other than that of the
registered Holder of the Certificate evidencing such Stock Purchase Contract or
has established to the satisfaction of the Company that such tax either has been
paid or is not payable.

      Section 5.04 Adjustment of Fixed Daily Settlement Rates.

      The Fixed Daily Settlement Rates and the number of shares of Common Stock
to be delivered upon an Early Settlement will be subject to adjustment, without
duplication, under the following circumstances:

      (a) Adjustments for Dividends, Distributions, Stock Splits, etc.

            (i) Adjustment for Change in Capital Stock. If, after the date of
      this Agreement, the Company: (A) pays a dividend or makes another
      distribution on Common Stock to all holders of Common Stock payable
      exclusively in shares of Common Stock; (B) subdivides or splits the
      outstanding shares of Common Stock into a greater number of shares; or (C)
      combines the outstanding shares of Common Stock into a smaller number of
      shares, then the Fixed Daily Settlement Rates in effect immediately prior
      to such action shall be adjusted so that the Holder of the related Common
      Equity Units thereafter

                                       42

<PAGE>

      settled may receive the number of shares of Common Stock which such Holder
      would have owned immediately following such action if such Holder had
      settled the Stock Purchase Contract immediately prior to such action.

                  The adjustment shall become effective immediately after the
      record date in the case of a dividend, distribution or subdivision and
      immediately after the effective date in the case of a combination.

            (ii) Adjustment for Rights Issue. If, after the date of this Stock
      Purchase Contract Agreement, the Company distributes any rights, options
      or warrants, other than pursuant to any dividend reinvestment, share
      purchase or similar plans, to all holders of the Company's Common Stock
      entitling them to purchase or subscribe for, for a period expiring within
      60 days from the date of issuance of the rights or warrants, shares of
      Common Stock at a price per share less than the Current Market Price as of
      the Time of Determination (as defined in Section 5.04(a) below) (except
      that no adjustment will be made if Holders of the Common Equity Units may
      participate in the distribution on a basis and with the notice that the
      Company's Board of Directors determines to be fair and appropriate), the
      Fixed Daily Settlement Rates shall be adjusted by multiplying them by a
      fraction:

                  (A) the numerator of which is the sum of (1) the number of
            shares of Common Stock outstanding on the record date fixed for the
            applicable distribution plus (2) the total number of additional
            shares of Common Stock offered for subscription or purchase, and

                  (B) the denominator of which is the sum of (1) the number of
            shares of Common Stock outstanding on the record date fixed for the
            distribution plus (2) the total number of shares of Common Stock
            that the aggregate offering price of the total number of shares
            offered for subscription or purchase would purchase at the Current
            Market Price.

            The adjustment shall become effective immediately after the record
      date for the determination of stockholders entitled to receive the rights,
      warrants or options to which this Section 5.04(b)(ii) applies. To the
      extent that such rights or warrants are not exercised prior to their
      expiration (and as a result no additional shares of Common Stock are
      delivered or issued pursuant to such rights or warrants), the Fixed Daily
      Settlement Rates shall be readjusted to the Fixed Daily Settlement Rates
      that would then be in effect had the adjustments made upon the issuance of
      such rights or warrants been made on the basis of delivery or issuance of
      only the number of shares of Common Stock actually delivered or issued.

            (iii) Adjustments for Other Distributions. If, after the date of
      this Agreement, the Company dividends or distributes to all or
      substantially all holders of its Common Stock any of its debt, Capital
      Stock, securities or assets or any rights, warrants or options to purchase
      securities of the Company (including securities or cash, but excluding (1)
      distributions of Common Stock referred to in Section 5.04(a)(i)(A) and
      distributions of rights, warrants or options referred to in Section
      5.04(a)(ii) and (2) dividends or

                                       43

<PAGE>

      distributions that are paid exclusively in cash referred to in Section
      5.04(a)(iv)) the Fixed Daily Settlement Rates shall be adjusted, subject
      to the provisions of the last paragraph of this Section 5.04(a)(iii), by
      multiplying them by a fraction:

                  (A) the numerator of which is the Current Market Price of
            Common Stock, and

                  (B) the denominator of which is the Current Market Price of
            Common Stock minus the fair market value of the portion of those
            assets distributed in respect of each share of Common Stock.

            In the event the Company distributes shares of Capital Stock of a
      subsidiary, the share components will be adjusted, if at all, based on the
      market value of the subsidiary stock so distributed relative to the market
      value of the Common Stock, as discussed below. The Board of Directors
      shall determine fair market values for the purposes of this Section
      5.05(a)(iii), except that in respect of a dividend or other distribution
      of shares of Capital Stock of any class or series, or similar equity
      interests, of or relating to a subsidiary or other business unit of the
      Company (a "Spin-off"), the fair market value of the securities to be
      distributed shall equal the average of the daily Closing Prices of those
      securities for the five consecutive Trading Days commencing on and
      including the sixth day of trading of those securities after the
      effectiveness of the Spin-off. In the event, however, that an underwritten
      initial public offering of the securities in the Spin-off occurs
      simultaneously with the Spin-off, fair market value of the securities
      distributed in the Spin-off shall mean the initial public offering price
      of such securities and the Current Market Price shall mean the Closing
      Price for the Common Stock on the same Trading Day.

            The adjustment shall become effective immediately after the record
      date for the determination of stockholders entitled to receive the
      distribution to which this Section 5.04(a)(iii) applies, except that an
      adjustment related to a Spin-off shall become effective at the earlier to
      occur of (i) 10 Trading Days after the effective date of the Spin-off and
      (ii) the initial public offering of the securities distributed in the
      Spin-off.

            (iv) Cash Dividends and Distributions. In case the Company shall, by
      dividend or otherwise, pay regular quarterly, semi-annual or annual cash
      dividends or make any other distributions consisting exclusively of cash
      to all holders of its Common Stock, excluding any regular cash dividend or
      distribution on the Common Stock to the extent that the aggregate cash
      dividend or distribution per share of Common Stock in any fiscal year does
      not exceed $0.46 (the "Dividend Threshold Amount") (the Dividend Threshold
      Amount is subject to adjustment on the same basis as the Daily Amounts for
      any adjustment made pursuant to Section 5.04(a)(i)), then the Fixed Daily
      Settlement Rates will be adjusted as follows:

                  (A) in the event of a regular dividend to which this Section
            5.04(a)(iv) applies, the Fixed Daily Settlement Rates will be
            adjusted by multiplying them by a fraction, (1) the numerator of
            which is the Current Market Price of Common Stock, and (2) the
            denominator of which is the Current Market Price of Common

                                       44

<PAGE>

            Stock, minus the excess, if any, of the amount per share of such
            dividend or distribution over the Dividend Threshold Amount; and

                  (B) in the event of a cash dividend or distribution that is
            not a regular dividend, the Fixed Daily Settlement Rates will be
            adjusted by multiplying them by a fraction, (1) the numerator of
            which is the Current Market Price of Common Stock, and (2) the
            denominator of which is the Current Market Price of Common Stock
            minus the amount per share of such dividend or distribution.

      In either case, the adjustment shall be made on the date fixed for the
      determination of stockholders entitled to receive such dividend or
      distribution, to be effective at the opening of business on the day
      following the date fixed for the determination of stockholders entitled to
      receive such dividend or distribution. In the event that any such dividend
      or distribution is not so paid or made, each Fixed Daily Settlement Rate
      shall again be adjusted to be the Fixed Daily Settlement Rates that would
      then be in effect if such dividend or distribution had not been declared.

            (v) Adjustment for Company Tender Offer. If, after the date of this
      Agreement, the Company or any subsidiary of the Company pays holders of
      the Common Stock in respect of a tender or exchange offer, other than an
      odd-lot offer, by the Company or any of its subsidiaries for Common Stock
      to the extent that the offer involves aggregate consideration that,
      together with (A) any cash and the fair market value of any other
      consideration payable in respect of any tender offer (other than an
      odd-lot offer) by the Company or any of its subsidiaries for shares of
      Common Stock consummated within the preceding 12 months not triggering a
      Settlement Rate adjustment and (B) all-cash distributions to all or
      substantially all holders of Common Stock made within the preceding 12
      months (other than regular quarterly, semi-annual or annual cash
      dividends), exceeds an amount equal to 10% of the aggregate market
      capitalization of the Company on the expiration date of the tender offer,
      the share components will be adjusted by multiplying them by a fraction,

                  (A) the numerator of which is the sum of (1) the fair market
            value, as determined by the Board of Directors, of the aggregate
            consideration payable based upon the acceptance (up to any maximum
            specified in the terms of the tender or exchange offer) of all
            shares of Common Stock validly tendered or exchanged and not
            withdrawn as of the last time tenders or exchanges may be made
            pursuant to such tender or exchange offer (the "Expiration Time")
            (the shares deemed so accepted, up to any such maximum, being
            referred to as the "Purchased Shares") and (2) the product of (x)
            the number of shares of Common Stock outstanding (less any Purchased
            Shares) at the Expiration Time and (y) the closing price of Common
            Stock on the Trading Day next succeeding the Expiration Time, and

                  (B) the denominator of which will be the product of (1) the
            number of shares of Common Stock outstanding, including any
            Purchased Shares, at the Expiration Time and (2) the Closing Price
            of Common Stock on the Trading Day next succeeding the Expiration
            Time.

                                       45

<PAGE>

            (vi) Calculation of Adjustments. All adjustments to the Fixed Daily
      Settlement Rates shall be calculated by the Company to the nearest
      1/10,000th of one share of Common Stock (or if there is not a nearest
      1/10,000th of a share, to the next lower 1/10,000th of a share). No
      adjustment to the Settlement Rate shall be required unless such adjustment
      would require an increase or a decrease of at least one percent; provided
      that any adjustments not made shall be carried forward and taken into
      account in any subsequent adjustment and notwithstanding whether or not
      such 1/10,000th of a share threshold shall have been met, all such
      adjustments shall be made on the applicable Stock Purchase Date. If an
      adjustment is made to the Settlement Rate pursuant to paragraph (i)
      through (v) or (vii) of this Section 5.04(a), an adjustment shall also be
      made to the Closing Price for the Company's Common Stock solely to
      determine which of clauses (i), (ii) or (iii) of the definition of Daily
      Amount in Section 5.01(a) will apply on each Determination Date. Such
      adjustment shall be made by multiplying the Closing Price for the
      Company's Common Stock by a fraction, the numerator of which shall be the
      applicable Fixed Daily Settlement Rate immediately after such adjustment
      pursuant to paragraph (i) through (v) or (vii) of this Section 5.04(a) and
      the denominator of which shall be the applicable Fixed Daily Settlement
      Rate immediately before such adjustment; provided that if such adjustment
      to the applicable Fixed Daily Settlement Rate is required to be made
      pursuant to the occurrence of any of the events contemplated by paragraph
      (i) through (v) or (vii) of this Section 5.04(a) during the period taken
      into consideration for determining the Daily Amounts, appropriate and
      customary adjustments shall be made to such Fixed Daily Settlement Rate.

            (vii) When No Adjustment Required. No adjustment of the Fixed Daily
      Settlement Rates, and the number of shares to be delivered on Early
      Settlement need be made as a result of: (1) the issuance of the rights;
      (2) the distribution of separate certificates representing the rights; (3)
      the exercise or redemption of the rights in accordance with any rights
      agreement; or (4) the termination or invalidation of the rights, in each
      case, pursuant to the Company's stockholder rights plan existing on the
      date of this Agreement, as amended, modified, or supplemented from time to
      time, or any newly adopted stockholder rights plans; provided, however,
      that to the extent that the Company has a stockholder rights plan in
      effect upon settlement of a Stock Purchase Contract (including the
      Company's rights plan existing on the date of this Agreement), the Holder
      shall receive, in addition to the shares of Common Stock, the rights under
      such rights plan, unless, prior to any settlement of a Stock Purchase
      Contract, the rights have separated from the Common Stock, in which case
      the applicable Fixed Daily Settlement Rate will be adjusted at the time of
      separation as if the Company made a distribution to all holders of Common
      Stock as described in clause (iii) above, subject to readjustment in the
      event of the expiration, termination or redemption of the rights. In
      addition, no adjustment to Fixed Daily Settlement Rates need be made:

                  (A) upon the issuance of any shares of Common Stock pursuant
            to any present or future plan providing for the reinvestment of
            dividends or interest payable on securities of the Company and the
            investment of additional optional amounts in Common Stock under any
            plan;

                                       46

<PAGE>

                  (B) upon the issuance of any shares of Common Stock or options
            or rights to purchase those shares pursuant to any present or future
            employee, director or consultant benefit plan or program of or
            assumed by the Company or any of its subsidiaries; or

                  (C) upon the issuance of any shares of Common Stock pursuant
            to any option, warrant, right, or exercisable, exchangeable or
            convertible security outstanding as of the date the Common Equity
            Units were first issued.

            No adjustment to the Fixed Daily Settlement Rates need be made for a
      transaction referred to in 5.04(a)(ii) or 5.04(a)(iii) if Holders of the
      Common Equity Units may participate in the transaction on a basis and with
      notice that the Board of Directors determines to be fair and appropriate
      in light of the basis and notice on which holders of Common Stock
      participate in the transaction. No adjustment to the Fixed Daily
      Settlement Rates need be made for a change in the par value or no par
      value of the Common Stock.

            (viii) Use of Terms.

            "Time of Determination" means the time and date of the earlier of
      (A) the determination of stockholders entitled to receive rights, warrants
      or options or a distribution in each case, to which Section 5.04(a)(ii) or
      Section 5.04(a)(iii) applies and (B) the time ("Ex-Dividend Time")
      immediately prior to the commencement of "ex-dividend" trading for such
      rights, warrants or options or distribution on the NYSE or such other U.S.
      national or regional exchange or market on which the Common Stock are then
      listed or quoted.

            "Current Market Price" per share of Common Stock on any day means
      the average of the Closing Price per share of Common Stock on each
      Determination Date ending on the earlier of the day in question and the
      day before the "ex date" with respect to the issuance or distribution
      requiring such computation. For purposes of this paragraph, the term "ex
      date," when used with respect to any issuance or distribution, means the
      first date on which the shares of Common Stock trade without the right to
      receive the issuance or distribution.

            (ix) Adjustments During Trading Day Period. If an event requiring an
      adjustment occurs on any Determination Date during the Trading Day Period,
      the applicable Fixed Daily Settlement Rate calculated for each
      Determination Date before the event requiring an adjustment occurs will be
      adjusted in the same manner as the adjustment to the Fixed Daily
      Settlement Rates for each Determination Date on or after the event
      requiring an adjustment occurs pursuant to the procedures described above.

      (b) Adjustment for Consolidation, Merger or Other Reorganization Event. In
the event of (1) any consolidation or merger of the Company with or into another
Person (other than a merger or consolidation in which the Company is the
continuing corporation and in which the shares of Common Stock outstanding
immediately prior to the merger or consolidation are not exchanged for cash,
securities other property of the Company or another corporation), (2) any

                                       47

<PAGE>

sale, transfer, lease or conveyance to another Person of the property of the
Company as an entirety or substantially as an entirety, (3) any statutory
exchange of securities of the Company with another Person (other than in
connection with a merger or acquisition) or any binding share exchange which
reclassifies or changes its outstanding Common Stock, or (4) any liquidation,
dissolution or winding up of the Company other than as a result of or after the
occurrence of a Termination Event (any such event, a "Reorganization Event"),

            (i) each share of Common Stock covered by each Stock Purchase
      Contract forming part of a Common Equity Unit immediately prior to such
      Reorganization Event shall, after such Reorganization Event, be converted
      for purposes of the Stock Purchase Contract into the kind and amount of
      securities, cash and other property receivable in such Reorganization
      Event (without any interest thereon, and without any right to dividends or
      distribution thereon which have a record date that is prior to the
      applicable Stock Purchase Date) per share of Common Stock by a holder of
      Common Stock that (A) is not a Person with which the Company consolidated
      or into which the Company merged or which merged into the Company or to
      which such sale or transfer was made, as the case may be (any such Person,
      a "Constituent Person"), or an Affiliate of a Constituent Person to the
      extent such Reorganization Event provides for different treatment of
      Common Stock held by Affiliates of the Company and non-Affiliates, and (B)
      failed to exercise his rights of election, if any, as to the kind or
      amount of securities, cash and other property receivable upon such
      Reorganization Event (provided that if the kind or amount of securities,
      cash and other property receivable upon such Reorganization Event is not
      the same for each share of Common Stock held immediately prior to such
      Reorganization Event by a Person other than a Constituent Person or an
      Affiliate thereof and in respect of which such rights of election shall
      not have been exercised ("Non-electing Share"), then for the purpose of
      this Section 5.04 the kind and amount of securities, cash and other
      property receivable upon such Reorganization Event in respect of each
      Non-electing Share shall be deemed to be the kind and amount so receivable
      per share of Common Stock by a plurality of the Non-electing Shares). On
      the Stock Purchase Date, the Settlement Rate then in effect will be
      applied to the value on the Stock Purchase Date of such securities, cash
      or other property.

            In the event of such a Reorganization Event, the Person formed by
      such consolidation, merger or exchange or the Person which acquires the
      assets of the Company or, in the event of a liquidation or dissolution of
      the Company, the Company or a liquidating trust created in connection
      therewith, shall execute and deliver to the Purchase Contract Agent an
      agreement supplemental hereto providing that the Holder of each
      Outstanding Common Equity Unit shall have the rights provided by this
      Section 5.04. Such supplemental agreement shall provide for adjustments
      which, for events subsequent to the effective date of such supplemental
      agreement, shall be as nearly equivalent as may be practicable to the
      adjustments provided for in this Section 5.04. The above provisions of
      this Section 5.04 shall similarly apply to successive Reorganization
      Events.

      (c) Successive Adjustments. After an adjustment to a Fixed Daily
Settlement Rate under this Section 5.04, any subsequent event requiring an
adjustment under this Section 5.04 shall cause an adjustment to such Fixed Daily
Settlement Rate as so adjusted.

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<PAGE>

      (d) Multiple Adjustments. For the avoidance of doubt, if an event occurs
that would trigger an adjustment to a Fixed Daily Settlement Rate pursuant to
this Section 5.04 under more than one subsection hereof, such event, to the
extent fully taken into account in a single adjustment, shall not result in
multiple adjustments hereunder.

      Section 5.05 Notice of Adjustments and Certain Other Events.

      (a) Whenever a Fixed Daily Settlement Rate is adjusted as provided under
Sections 5.04(a) or 5.04(b), the Company shall within 10 Business Days following
the occurrence of an event that requires such adjustment (or if the Company is
not aware of such occurrence, as soon as reasonably practicable after becoming
so aware):

            (i) compute the adjusted applicable Fixed Daily Settlement Rate in
      accordance with Section 5.04 and prepare and transmit to the Stock
      Purchase Contract Agent an Officers' Certificate setting forth the
      applicable Fixed Daily Settlement Rate, as the case may be, the method of
      calculation thereof in reasonable detail, and the facts requiring such
      adjustment and upon which such adjustment is based; and

            (ii) provide a written notice to the Holders of the Common Equity
      Units of the occurrence of such event and a statement in reasonable detail
      setting forth the method by which the adjustment to the applicable Fixed
      Daily Settlement Rate was determined and setting forth the adjusted
      applicable Fixed Daily Settlement Rate.

      (b) The Stock Purchase Contract Agent shall not at any time be under any
duty or responsibility to any Holder of Common Equity Units to determine whether
any facts exist which may require any adjustment of the applicable Fixed Daily
Settlement Rate or with respect to the nature or extent or calculation of any
such adjustment when made, or with respect to the method employed in making the
same. The Stock Purchase Contract Agent shall be fully authorized and protected
in relying on any Officers' Certificate delivered pursuant to Section 5.05(a)(i)
and any adjustment contained therein and the Stock Purchase Contract Agent shall
not be deemed to have knowledge of any adjustment unless and until it has
received such certificate. The Stock Purchase Contract Agent shall not be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property, which may at the time
be issued or delivered with respect to any Stock Purchase Contract; and the
Stock Purchase Contract Agent makes no representation with respect thereto. The
Stock Purchase Contract Agent shall not be responsible for any failure of the
Company to issue, transfer or deliver any shares of Common Stock pursuant to a
Stock Purchase Contract or to comply with any of the duties, responsibilities or
covenants of the Company contained in this Article V.

      Section 5.06 Termination Event; Notice.

      The Stock Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay any Contract
Payments (including any accrued and unpaid Contract Payments), if the Company
shall have such obligation, and the rights and obligations of Holders to
purchase Common Stock, shall immediately and automatically terminate, without
the

                                       49

<PAGE>

necessity of any notice or action by any Holder, the Stock Purchase Contract
Agent or the Company, if, prior to or on the Stock Purchase Date, a Termination
Event shall have occurred.

      Upon and after the occurrence of a Termination Event, the Common Equity
Units shall thereafter represent the right to receive the Trust Preferred
Securities or the Treasury Securities, as the case may be, forming part of such
Common Equity Units, in accordance with the provisions of Section 5.04 of the
Pledge Agreement. Upon the occurrence of a Termination Event, the Company shall
promptly but in no event later than two Business Days thereafter give written
notice to the Stock Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear in the Security Register.

      Section 5.07 Early Settlement.

      (a) Subject to and upon compliance with the provisions of this Section
5.07, at the option of the Holder thereof, Stock Purchase Contracts underlying
Common Equity Units having an aggregated Stated Amount equal to $1,000 or an
integral multiple thereof may be settled early ("Early Settlement") at any time
until 5:00 p.m. (New York City time) on the fifth Business Day immediately
preceding the applicable Stock Purchase Date; provided that no Early Settlement
will be permitted pursuant to this Section 5.07 unless, at the time such Early
Settlement is effected, there is an effective Registration Statement with
respect to any securities to be issued and delivered in connection with such
Early Settlement, if such a Registration Statement is required (in the view of
counsel, which need not be in the form of a written opinion, for the Company)
under the Securities Act. If such a Registration Statement is so required, the
Company covenants and agrees to use commercially reasonable efforts to (i) have
in effect a Registration Statement covering any securities to be delivered in
respect of the Stock Purchase Contracts being settled and (ii) provide a
Prospectus in connection therewith, in each case in a form that may be used in
connection with such Early Settlement.

      (b) In order to exercise the right to effect Early Settlement with respect
to any Stock Purchase Contracts, the Holder of the Certificate evidencing Common
Equity Units shall deliver such Certificate to the Stock Purchase Contract Agent
at the Corporate Trust Office duly endorsed for transfer to the Company or in
blank with the "Election to Settle Early" form on the reverse thereof duly
completed and accompanied by payment (payable to the Company in immediately
available funds) in an amount (the "Early Settlement Amount") equal to the sum
of:

            (i) the product of (A) the Stated Amount times (B) the number of
      Stock Purchase Contracts with respect to which the Holder has elected to
      effect Early Settlement, plus

            (ii) if such delivery is made with respect to any Stock Purchase
      Contracts during the period from the close of business on any Record Date
      next preceding any Payment Date to the opening of business on such Payment
      Date, an amount equal to the Contract Payments payable on such Payment
      Date with respect to such Stock Purchase Contracts.

      Except as provided in the immediately preceding sentence, no payment shall
be made upon Early Settlement of any Stock Purchase Contract on account of any
Contract Payments

                                       50

<PAGE>

accrued on such Stock Purchase Contract or on account of any dividends on the
Common Stock issued upon such Early Settlement. If the foregoing requirements
are first satisfied with respect to Stock Purchase Contracts underlying any
Common Equity Units by 5:00 p.m. (New York City time) on a Business Day, such
day shall be the "Early Settlement Date" with respect to such Common Equity
Units and if such requirements are first satisfied after 5:00 p.m. (New York
City time) on a Business Day or on a day that is not a Business Day, the "Early
Settlement Date" with respect to such Common Equity Units shall be the next
succeeding Business Day.

      Upon the receipt of such Certificate and Early Settlement Amount from the
Holder, the Stock Purchase Contract Agent shall pay to the Company such Early
Settlement Amount, the receipt of which payment the Company shall confirm in
writing. The Stock Purchase Contract Agent shall then, in accordance with
Section 5.06 of the Pledge Agreement, notify the Collateral Agent that (A) such
Holder has elected to effect an Early Settlement, which notice shall set forth
the number of such Stock Purchase Contracts as to which such Holder has elected
to effect Early Settlement and (B) the Stock Purchase Contract Agent has
received from such Holder, and paid to the Company as confirmed in writing by
the Company, the related Early Settlement Amount.

      Holders of Stripped Common Equity Units may only effect Early Settlement
pursuant to this Section 5.07 in integral multiples of 80 Stripped Common Equity
Units.

      Upon Early Settlement of the Stock Purchase Contracts, the rights of the
Holders to receive and the obligation of the Company to pay any Contract
Payments (including any accrued and unpaid Contract Payments) with respect to
such Stock Purchase Contracts shall immediately and automatically terminate.

      (c) Upon Early Settlement of Stock Purchase Contracts by a Holder of the
related Common Equity Units, the Company shall issue, and the Holder shall be
entitled to receive, a number of newly issued or treasury shares of Common Stock
equal to the Minimum Settlement Rate, as adjusted in the same manner and the
same time as the Fixed Settlement Settlement Rates are adjusted (the "Early
Settlement Rate").

      (d) No later than the third Business Day after the applicable Early
Settlement Date, the Company shall cause:

            (i) the shares of Common Stock issuable upon Early Settlement of
      Stock Purchase Contracts to be issued and delivered, together with payment
      in lieu of any fraction of a share, as provided in Section 5.09; and

            (ii) the related Pledged Trust Preferred Securities, in the case of
      Normal Common Equity Units, or the related Pledged Treasury Securities, in
      the case of Stripped Common Equity Units, to be released from the Pledge
      by the Collateral Agent, free and clear of the Company's security interest
      therein, and transferred, in each case, to the Stock Purchase Contract
      Agent for delivery to the Holder thereof or its designee.

      (e) Upon Early Settlement of any Stock Purchase Contracts, and subject to
receipt of shares of Common Stock from the Company and the Trust Preferred
Securities or Treasury Securities, as the case may be, from the Securities
Intermediary, as applicable, the Stock Purchase Contract Agent shall, in
accordance with the instructions provided by the Holder

                                       51

<PAGE>

thereof on the applicable form of Election to Settle Early on the reverse of the
Certificate evidencing the related Common Equity Units:

            (i) transfer to the Holder the Trust Preferred Securities or
      Treasury Securities, as the case may be, forming a part of such Common
      Equity Units,

            (ii) deliver to the Holder by book-entry transfer or in the form of
      a certificate or certificates for the full number of shares of Common
      Stock issuable upon such Early Settlement, together with payment in lieu
      of any fraction of a share, as provided in Section 5.09, as received from
      the Company, and

            (iii) if so required under the Securities Act, deliver a Prospectus
      for the shares of Common Stock issuable upon such Early Settlement as
      contemplated by (a), as received from the Company.

      (f) In the event that Early Settlement is effected with respect to Stock
Purchase Contracts underlying less than all the Common Equity Units evidenced by
a Certificate, upon such Early Settlement the Company shall execute and the
Stock Purchase Contract Agent shall execute on behalf of the Holder,
authenticate and deliver to the Holder thereof, at the expense of the Company, a
Certificate evidencing the Common Equity Units as to which Early Settlement was
not effected.

      (g) A Holder of a Common Equity Unit who effects Early Settlement may
elect to have the Preferred Trust Securities no longer a part of a Normal Common
Equity Unit remarketed in accordance with the provisions of Section 5.02.

      Section 5.08 No Fractional Shares.

      No fractional shares of Common Stock shall be issued or delivered upon
settlement on any Stock Purchase Date, or upon Early Settlement or Cash Merger
Early Settlement of any Stock Purchase Contracts. If Certificates evidencing
more than one Stock Purchase Contract shall be surrendered for settlement at one
time by the same Holder, the number of full shares of Common Stock that shall be
delivered upon settlement shall be computed on the basis of the aggregate number
of Stock Purchase Contracts evidenced by the Certificates so surrendered.
Instead of any fractional share of Common Stock that would otherwise be
deliverable upon settlement of any Stock Purchase Contracts on the Stock
Purchase Date, or upon Early Settlement or Cash Merger Early Settlement, the
Company, through the Stock Purchase Contract Agent, shall make a cash payment in
respect of such fractional interest in an amount equal to the percentage of such
fractional share times the Closing Price as of the Trading Day immediately
preceding such Stock Purchase Date, or upon Early Settlement or Cash Merger
Early Settlement. The Company shall provide the Stock Purchase Contract Agent
from time to time with sufficient funds to permit the Stock Purchase Contract
Agent to make all cash payments required by this Section 5.08 in a timely
manner.

      Section 5.09 Charges and Taxes.

      The Company will pay all stock transfer and similar taxes attributable to
the initial issuance and delivery of the shares of Common Stock pursuant to the
Stock Purchase Contracts;

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<PAGE>

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

      Section 5.10 Contract Payments.

      (a) Subject to Section 5.10(d) and Section 5.11, the Company shall pay, on
each Payment Date, the Contract Payments (net of any withholding tax required by
law to be withheld by the Company on such payments, which shall be remitted to
the appropriate taxing jurisdiction) payable in respect of each Stock Purchase
Contract to the Person in whose name a Certificate is registered at the close of
business on the Record Date relating to such Payment Date. The Contract Payments
will be payable at the office of the Stock Purchase Contract Agent in the
Borough of Manhattan, New York City maintained for that purpose. If the
book-entry system for the Common Equity Units has been terminated, the Contract
Payments will be payable, at the option of the Company, by check mailed to the
address of the Person entitled thereto at such Person's address as it appears on
the Security Register, or by wire transfer to the account designated by such
Person by a prior written notice to the Stock Purchase Contract Agent. If any
date on which Contract Payments are to be made is not a Business Day, then
payment of the Contract Payments payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest in respect of
such delay). Contract Payments payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. The Contract Payments will
accrue from June 21, 2005.

      (b) Upon the occurrence of a Termination Event, the Company's obligation
to pay future Contract Payments (including any accrued Contract Payments) shall
cease.

      (c) Each Certificate delivered under this Agreement upon registration of
transfer of or in exchange for or in lieu of (including as a result of a
Collateral Substitution or the recreation of Normal Common Equity Units) any
other Certificate shall carry the right to accrued and unpaid Contract Payments,
which right was carried by the Stock Purchase Contracts underlying such other
Certificates.

      (d) In the case of any Common Equity Units with respect to which Early
Settlement or Cash Merger Early Settlement of the underlying Stock Purchase
Contract is effected on a date that is after any Record Date and prior to or on
the next succeeding Payment Date, Contract Payments otherwise payable on such
Payment Date shall be payable on such Payment Date notwithstanding such Early
Settlement or Cash Merger Early Settlement, and such Contract Payments shall be
paid to the Person in whose name the Certificate evidencing such Common Equity
Units is registered at the close of business on such Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, and the
right to receive accrued and unpaid Contract Payments as set forth in Section
5.04(b)(ii), in the case of any Common Equity

                                       53

<PAGE>

Units with respect to which Early Settlement or Cash Merger Early Settlement of
the underlying Stock Purchase Contract is effected, Contract Payments that would
otherwise be payable after the Early Settlement or Cash Merger Early Settlement
Date with respect to such Stock Purchase Contract shall not be payable.

      (e) The Company's obligations with respect to Contract Payments, if any,
will be subordinated and junior in right of payment to the Company's obligations
under any existing or future Senior Debt.

      (f) In the event of (A) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Company, its creditors or its property, (B) any
proceeding for the liquidation, dissolution or other winding up of the Company,
voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings, (C) any assignment by the Company for the benefit of creditors, or
(D) any other marshalling of the assets of the Company:

            (i) all existing and future Senior Debt (including any interest
      thereon accruing after the commencement of any such proceedings) shall
      first be paid in full before any payment or distribution, whether in cash,
      securities or other property, shall be made to any Holder of Common Equity
      Units;

            (ii) any payment or distribution, whether in cash, securities or
      other property, which would otherwise (but for these subordination
      provisions) be payable or deliverable in respect of the Common Equity
      Units shall be paid or delivered directly to the holders of existing and
      future Senior Debt in accordance with the priorities then existing among
      such holders until all existing and future Senior Debt (including any
      interest thereon accruing after the commencement of any such proceedings)
      shall have been paid in full;

            (iii) after payment in full of all sums owing with respect to Senior
      Debt, the Holders of Common Equity Units, together with the holders of any
      obligations of the Company ranking on a parity with the Common Equity
      Units, shall be entitled to be paid from the remaining assets of the
      Company the amounts at the time due and owing on account of unpaid
      Contract Payments and interest thereon and such other obligations before
      any payment or other distribution, whether in cash, property or otherwise,
      shall be made on account of any capital stock or any obligations of the
      Company ranking junior to the Company's obligations under the Stock
      Purchase Contracts and such other obligations; and

            (iv) in the event that, notwithstanding the foregoing, any payment
      or distribution of any character or any security, whether in cash,
      securities or other property, shall be received by the Stock Purchase
      Contract Agent or any Holder of Common Equity Units in contravention of
      any of the terms hereof such payment or distribution or security shall be
      received in trust for the benefit of, and shall be paid over or delivered
      and transferred to, the holders of the Senior Debt at the time outstanding
      in accordance with the priorities then existing among such holders for
      application to the payment of all secured and Senior Debt remaining
      unpaid, to the extent necessary to pay all such existing and future Senior
      Debt in full. In the event of the failure of the Stock Purchase

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<PAGE>

      Contract Agent or any Holder of Common Equity Units to endorse or assign
      any such payment, distribution or security, each holder of existing and
      future Senior Debt is hereby irrevocably authorized to endorse or assign
      the same.

      (g) For purposes of Section 5.11(e) through (q), the words "cash, property
or securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other Person
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in Section 5.10(e) through (q)
with respect to such Contract Payments on the Common Equity Units to the payment
of all existing and future Senior Debt which may at the time be outstanding;
provided that (i) the indebtedness or guarantee of indebtedness, as the case may
be, that constitutes Senior Debt is assumed by the Person, if any, resulting
from any such reorganization or readjustment, and (ii) the rights of the holders
of the Senior Debt are not, without the consent of each such holder adversely
affected thereby, altered by such reorganization or readjustment.

      (h) Any failure by the Company to make any payment on or perform any other
obligation under existing and future Senior Debt, other than any indebtedness
incurred by the Company or assumed or guaranteed, directly or indirectly, by the
Company for money borrowed (or any deferral, renewal, extension or refunding
thereof) or any indebtedness or obligation as to which the provisions of Section
5.10(e) through (q) shall have been waived by the Company in the instrument or
instruments by which the Company incurred, assumed, guaranteed or otherwise
created such indebtedness or obligation, shall not be deemed a default or event
of default under this Agreement if (i) the Company shall be disputing its
obligation to make such payment or perform such obligation and (ii) either (A)
no final judgment relating to such dispute shall have been issued against the
Company which is in full force and effect and is not subject to further review,
including a judgment that has become final by reason of the expiration of the
time within which a party may seek further appeal or review, or (B) in the event
a judgment that is subject to further review or appeal has been issued, the
Company shall in good faith be prosecuting an appeal or other proceeding for
review and a stay of execution shall have been obtained pending such appeal or
review.

      (i) Subject to the irrevocable payment in full of all existing and future
Senior Debt, the Holders of the Common Equity Units shall be subrogated (equally
and ratably with the holders of all obligations of the Company which by their
express terms are subordinated to Senior Debt of the Company to the same extent
as payment of the Contract Payments in respect of the Stock Purchase Contracts
underlying the Common Equity Units is subordinated and which are entitled to
like rights of subrogation) to the rights of the holders of Senior Debt to
receive payments or distributions of cash, property or securities of the Company
applicable to the Senior Debt until all such Contract Payments owing on the
Common Equity Units shall be paid in full, and as between the Company, its
creditors other than holders of such Senior Debt and the Holders, no such
payment or distribution made to the holders of Senior Debt by virtue of Section
5.10(e) through (q) that otherwise would have been made to the Holders shall be
deemed to be a payment by the Company on account of such Senior Debt, it being
understood that the provisions of Section 5.10(e) through (q) are and are
intended solely for the purpose of defining the relative rights of the Holders,
on the one hand, and the holders of Senior Debt, on the other hand.

                                       55

<PAGE>

      (j) Nothing contained in Section 5.10(e) through (q) or elsewhere in this
Agreement or in the Common Equity Units is intended to or shall impair, as among
the Company, its creditors other than the holders of Senior Debt and the
Holders, the obligation of the Company, which is absolute and unconditional, to
pay to the Holders such Contract Payments on the Common Equity Units as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of
the Company other than the holders of Senior Debt, nor shall anything herein or
therein prevent the Stock Purchase Contract Agent or any Holder from exercising
all remedies otherwise permitted by applicable law upon default under this
Agreement, subject to the rights, if any, under Section 5.10(e) through (q), of
the holders of Senior Debt in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.

      (k) Upon payment or distribution of assets of the Company referred to in
Section 5.10(e) through (q), the Stock Purchase Contract Agent and the Holders
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which any such dissolution, winding up, liquidation or
reorganization proceeding affecting the affairs of the Company is pending or
upon a certificate of the trustee in bankruptcy, receiver, assignee for the
benefit of creditors, liquidating trustee or Stock Purchase Contract Agent or
other person making any payment or distribution, delivered to the Stock Purchase
Contract Agent or to the Holders, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior Debt and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Section 5.10(e) through (q).

      (l) The Stock Purchase Contract Agent shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself to be a
holder of Senior Debt (or a trustee or representative on behalf of such holder)
to establish that such notice has been given by a holder of Senior Debt or a
trustee or representative on behalf of any such holder or holders. In the event
that the Stock Purchase Contract Agent determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to Section
5.10(e) through (q), the Stock Purchase Contract Agent may request such Person
to furnish evidence to the reasonable satisfaction of the Stock Purchase
Contract Agent as to the amount of Senior Debt held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under Section 5.10(e)
through (q), and, if such evidence is not furnished, the Stock Purchase Contract
Agent may defer payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

      (m) Nothing contained in Section 5.10(e) through (q) shall affect the
obligations of the Company to make, or prevent the Company from making, payment
of the Contract Payments, except as otherwise provided in this Section 5.10(e)
through (q).

      (n) Each Holder of Common Equity Units, by its acceptance thereof, shall
be deemed to have authorized and directed the Stock Purchase Contract Agent on
its behalf to take such action as may be necessary or appropriate to effectuate
the subordination provided in Section 5.10(e) through (q) and appointed the
Stock Purchase Contract Agent its attorney-in-fact, as the case may be, for any
and all such purposes.

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<PAGE>

      (o) The Company shall give prompt written notice to the Stock Purchase
Contract Agent of any fact known to the Company that would prohibit the making
of any payment of moneys to or by the Stock Purchase Contract Agent in respect
of the Common Equity Units pursuant to the provisions of this Section.
Notwithstanding the provisions of Section 5.11(e) through (q) or any other
provisions of this Agreement, the Stock Purchase Contract Agent shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of moneys to or by the Stock Purchase Contract Agent, or
the taking of any other action by the Stock Purchase Contract Agent, unless and
until the Stock Purchase Contract Agent shall have received written notice
thereof mailed or delivered to the Stock Purchase Contract Agent at its
Corporate Trust Office department from the Company, any Holder, or the holder or
representative of any Senior Debt; provided that if at least two Business Days
prior to the date upon which by the terms hereof any such moneys may become
payable for any purpose, the Stock Purchase Contract Agent shall not have
received with respect to such moneys the notice provided for in this Section,
then, anything herein contained to the contrary notwithstanding, the Stock
Purchase Contract Agent shall have full power and authority to receive such
moneys and to apply the same to the purpose for which they were received and
shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to or on or after such date.

      (p) The Stock Purchase Contract Agent in its individual capacity shall be
entitled to all the rights set forth in this Section with respect to any Senior
Debt at the time held by it, to the same extent as any other holder of Senior
Debt and nothing in this Agreement shall deprive the Stock Purchase Contract
Agent of any of its rights as such holder.

      (q) No right of any present or future holder of any Senior Debt to enforce
the subordination herein shall at any time or in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any
noncompliance by the Company with the terms, provisions and covenants of this
Agreement, regardless of any knowledge thereof which any such holder may have or
be otherwise charged with.

      (r) Nothing in this Section 5.10 shall apply to claims of, or payments to,
the Stock Purchase Contract Agent under or pursuant to Section 7.07.

      (s) With respect to the holders of existing and future Senior Debt, (i)
the duties and obligations of the Stock Purchase Contract Agent shall be
determined solely by the express provisions of this Agreement; (ii) the Stock
Purchase Contract Agent shall not be liable to any such holders if it shall,
acting in good faith, mistakenly pay over or distribute to the Holders or to the
Company or any other Person cash, property or securities to which any holders of
existing and future Senior Debt shall be entitled by virtue of this Section 5.11
or otherwise; (iii) no implied covenants or obligations shall be read into this
Agreement against the Stock Purchase Contract Agent; and (iv) the Stock Purchase
Contract Agent shall not be deemed to be a fiduciary as to such holders.

      Section 5.11 Deferral of Contract Payments.

      (a) The Company shall have the right, at any time prior to February 15,
2010, to defer the payment of any or all of the Contract Payments otherwise
payable on any Payment Date, but

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<PAGE>

only if the Company shall give the Holders and the Stock Purchase Contract Agent
written notice of its election to defer each such deferred Contract Payment
(specifying the amount to be deferred) at least ten Business Days prior to the
earlier of (i) the next succeeding Payment Date or (ii) the date the Company is
required to give notice of the Record Date or Payment Date with respect to
payment of such Contract Payments to the NYSE or other applicable
self-regulatory organization or to Holders of the Common Equity Units, but in
any event not less than one Business Day prior to such Record Date. Any Contract
Payments so deferred shall, to the extent permitted by law, accrue interest
thereon at the rate of 6.375% per year (computed on the basis of a 360-day year
of twelve 30-day months), compounding on each succeeding Payment Date, until
paid in full (such deferred installments of Contract Payments, if any, together
with the additional Contract Payments, if any, accrued thereon, being referred
to herein as the "Deferred Contract Payments"). Deferred Contract Payments, if
any, shall be due on the next succeeding Payment Date except to the extent that
payment is deferred pursuant to this Section 5.11. No Contract Payments may be
deferred to a date that is after February 15, 2010 and no such deferral period
may end other than on a Payment Date. If the Stock Purchase Contracts are
terminated upon the occurrence of a Termination Event, the Holder's right to
receive Contract Payments, if any, and any Deferred Contract Payments, will
terminate.

      (b) In the event that the Company elects to defer the payment of Contract
Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock
Purchase Date, then all Deferred Contract Payments, if any, shall be payable to
the registered Holders as of the close of business on the Record Date
immediately preceding such Payment Date.

      (c) In the event that the Company elects or is directed by the Federal
Reserve Board to defer the payment of Contract Payments on the Stock Purchase
Contracts, each Holder will receive in respect of such deferred payments on the
Stock Purchase Date in lieu of a cash payment, in the sole discretion of the
Company, either (i) a number of shares of Common Stock (in addition to a number
of shares of Common Stock per Common Equity Unit equal to the Settlement Rate)
equal to (A) the aggregate amount of Deferred Contract Payments payable to such
Holder (net of any required tax withholding on such Deferred Contract Payment,
which shall be remitted to the appropriate taxing jurisdiction) divided by (B)
(1) in the case of Contract Payments payable on or before the Initial Stock
Purchase Date, the greater of (x) the Closing Price of the Common Stock on the
Trading Day immediately preceding the Initial Stock Purchase Date and (y)
$14.45, and (2) in the case of Contract Payments payable after the Initial Stock
Purchase Date, the greater of (x) Closing Price of the Common Stock on the
Trading Day immediately preceding the Subsequent Stock Purchase Date) and (y)
$14.45, subject in each case to adjustment in the same manner and under the same
circumstances as the Fixed Daily Settlement Rates pursuant to Section 5.04, or
(ii) Unsecured Notes which will (A) have a principal amount equal to the
aggregate amount of Deferred Contract Payments, (B) mature on August 15, 2010,
(C) bear interest at an annual rate equal to the then market rate of interest
for similar instruments (not to exceed 10%), as determined by a nationally
recognized investment banking firm selected by the Company, (D) be subordinate
and rank junior in right of payment to all of the Company's existing and future
Senior Debt on the same basis as the Contract Payments, and (E) not be
redeemable by the Company prior to their stated maturity.

      (d) No fractional shares of Common Stock will be issued by the Company
with respect to the payment of Deferred Contract Payments on the Stock Purchase
Date. In lieu of

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<PAGE>

fractional shares otherwise issuable with respect to such payment of Deferred
Contract Payments, the Holder will be entitled to receive an amount in cash as
provided in Section 5.08.

      (e) In the event the Company exercises its option to defer the payment of
Contract Payments then, until the earlier of (x) the Termination Date or (y) the
date on which the Deferred Contract Payments have been paid, the Company shall
not (A) declare or pay dividends on, make distributions with respect to, or
redeem, purchase or acquire, or make a liquidation payment with respect to, any
of the Company's Capital Stock; (B) make any payment of principal of, or
interest or premium, if any, on or repay, repurchase or redeem the other series
of junior subordinated debt securities or any debt securities issued by the
Company that rank equally with or junior to the Company's junior subordinated
debt securities (except for partial payments of interest with respect to the
junior subordinated debt securities); and (C) make any payment under any
guarantee that ranks equally with or junior to the Company's guarantee related
to the Trust Preferred Securities other than, in each case:

            (i) any repurchase, redemption or other acquisition of shares of
      capital stock of the Company in connection with (x) any employment
      contract, benefit plan or other similar arrangement with or for the
      benefit of any one or more employees, officers, directors, consultants or
      independent contractors, (y) a dividend reinvestment or stockholder
      purchase plan, or (z) the issuance of capital stock of the Company, or
      securities convertible into or exercisable for such capital stock, as
      consideration in an acquisition transaction entered into prior to the
      applicable Event of Default, Default or Deferral Period, as the case may
      be;

            (ii) any exchange, redemption or conversion of any class or series
      of capital stock of the Company, or the capital stock of one of the
      Company's subsidiaries, for any other class or series of capital stock of
      the Company, or of any class or series of the Company's indebtedness for
      any class or series of capital stock of the Company;

            (iii) any purchase of, or payment of cash in lieu of, fractional
      interests in shares of capital stock of the Company pursuant to the
      conversion or exchange provisions of such capital stock or the securities
      being converted or exchanged;

            (iv) any declaration of a dividend in connection with any rights
      plan, or the issuance of rights, stock or other property under any rights
      plan, or the redemption or repurchase of rights pursuant thereto;

            (v) payments by the Company under the Guarantee related to the
      applicable Trust Preferred Securities; or

            (vi) any dividend in the form of stock, warrants, options or other
      rights where the dividend stock or stock issuable upon exercise of such
      warrants, options or other rights is the same stock as that on which the
      dividend is being paid or ranks equal with or junior to such stock.

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<PAGE>

                                   ARTICLE VI

                                    REMEDIES

      Section 6.01 Unconditional Right of Holders to Receive Contract Payments
and to Purchase Shares of Common Stock.

      Each Holder of a Common Equity Unit shall have the right, which is
absolute and unconditional, (i) subject to Article V, to receive each Contract
Payment with respect to the Stock Purchase Contract comprising part of such
Common Equity Units on the respective Payment Date for such Common Equity Units
and (ii) except upon and following a Termination Event, to purchase shares of
Common Stock pursuant to such Stock Purchase Contract and, in each such case, to
institute suit for the enforcement of any such right to receive Contract
Payments and the right to purchase shares of Common Stock, and such rights shall
not be impaired without the consent of such Holder.

      Section 6.02 Restoration of Rights and Remedies.

      If any Holder has instituted any proceeding to enforce any right or remedy
under this Agreement and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to such Holder, then and in every
such case, subject to any determination in such proceeding, the Company and such
Holder shall be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of such Holder shall continue
as though no such proceeding had been instituted.

      Section 6.03 Rights and Remedies Cumulative.

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

      Section 6.04 Delay or Omission Not Waiver.

      No delay or omission of any Holder to exercise any right upon a default or
remedy upon a default shall impair any such right or remedy or constitute a
waiver of any such right. Every right and remedy given by this Article VI or by
law to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by such Holders.

      Section 6.05 Undertaking for Costs.

      All parties to this Agreement agree, and each Holder of a Common Equity
Unit, by its acceptance of such Common Equity Units shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this

                                       60

<PAGE>

Agreement, or in any suit against the Stock Purchase Contract Agent for any
action taken, suffered or omitted by it as Stock Purchase Contract Agent, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and costs against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided that the provisions of this
Section shall not apply to any suit instituted by the Stock Purchase Contract
Agent, to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% of the Outstanding Common Equity Units, or to any suit
instituted by any Holder for the enforcement of interest on any Trust Preferred
Securities or Contract Payments on or after the respective Payment Date therefor
in respect of any Common Equity Units held by such Holder, or for enforcement of
the right to purchase shares of Common Stock under the Stock Purchase Contracts
constituting part of any Common Equity Units held by such Holder.

      Section 6.06 Waiver of Stay or Extension Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Agreement; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Stock Purchase Contract Agent or the Holders, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                  ARTICLE VII

                        THE STOCK PURCHASE CONTRACT AGENT

      Section 7.01 Certain Duties and Responsibilities.

      (a) The Stock Purchase Contract Agent:

            (i) undertakes to perform, with respect to the Common Equity Units,
      such duties and only such duties as are or will be specifically set forth
      in this Agreement, the Pledge Agreement and the Remarketing Agreement and
      no implied covenants or obligations shall be read into this Agreement, the
      Pledge Agreement or the Remarketing Agreement against the Stock Purchase
      Contract Agent; and

            (ii) in the absence of bad faith or negligence on its part, may,
      with respect to the Common Equity Units, conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon certificates or opinions furnished to the Stock Purchase
      Contract Agent and conforming to the requirements of this Agreement or the
      Pledge Agreement or the Remarketing Agreement, as applicable, but in the
      case of any certificates or opinions which by any provision hereof are
      specifically required to be furnished to the Stock Purchase Contract
      Agent, the Stock Purchase Contract Agent shall be under a duty to examine
      the same to determine whether or not

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<PAGE>

      they conform to the requirements of this Agreement, the Pledge Agreement
      or the Remarketing Agreement, as applicable (but need not confirm or
      investigate the accuracy of the mathematical calculations or other facts
      stated therein).

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

            (i) this subsection shall not be construed to limit the effect of
      subsection (a) of this Section;

            (ii) the Stock Purchase Contract Agent shall not be liable for any
      error of judgment made in good faith by a Responsible Officer, unless it
      shall be conclusively determined by a court of competent jurisdiction that
      the Stock Purchase Contract Agent was negligent in ascertaining the
      pertinent facts; and

            (iii) no provision of this Agreement or the Pledge Agreement or the
      Remarketing Agreement shall require the Stock Purchase Contract Agent to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder or thereunder, or in the
      exercise of any of its rights or powers, if it 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.

      (c) Whether or not therein expressly so provided, every provision of this
Agreement, the Pledge Agreement and the Remarketing Agreement relating to the
conduct or affecting the liability of or affording protection to the Stock
Purchase Contract Agent shall be subject to the provisions of this Article.

      (d) The Stock Purchase Contract Agent is authorized to execute and deliver
the Pledge Agreement and the Remarketing Agreement in its capacity as Stock
Purchase Contract Agent.

      Section 7.02 Notice of Default.

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

      Section 7.03 Certain Rights of Stock Purchase Contract Agent.

      Subject to the provisions of Section 7.01:

      (a) the Stock Purchase Contract Agent may, in the absence of bad faith,
conclusively rely and shall be fully protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond,

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<PAGE>

Trust Preferred Securities, 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) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by an Officers' Certificate, Issuer Order or Issuer
Request, and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;

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

      (d) the Stock Purchase Contract Agent may consult with counsel of its
selection and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder, or under the Pledge Agreement or the
Remarketing Agreement, in good faith and in reliance thereon;

      (e) the Stock Purchase Contract Agent shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Stock Purchase Contract Agent may make reasonable further
inquiry or investigation into such facts or matters related to the execution,
delivery and performance of the Stock Purchase Contracts, and, if the Stock
Purchase Contract Agent makes such further inquiry or investigation, it shall be
entitled to examine the relevant books, records and premises of the Company,
personally or by agent or attorney;

      (f) the Stock Purchase Contract Agent may execute any of the powers
hereunder or perform any duties hereunder, or under the Pledge Agreement or the
Remarketing Agreement, either directly or by or through agents, attorneys,
custodians or nominees or an Affiliate and the Stock Purchase Contract Agent
shall not be responsible for any misconduct or negligence on the part of any
agent, attorney, custodian or nominee or an Affiliate appointed with due care by
it hereunder;

      (g) the Stock Purchase Contract Agent shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement at the
request or direction of any of the Holders pursuant to this Agreement, unless
such Holders shall have offered to the Stock Purchase Contract Agent security or
indemnity reasonably satisfactory to the Stock Purchase Contract Agent against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;

      (h) the Stock Purchase Contract Agent shall not be liable for any action
taken, suffered, or omitted to be taken by it in the absence of bad faith or
negligence by it;

      (i) the Stock Purchase Contract Agent shall not be deemed to have notice
of any default hereunder unless a Responsible Officer of the Stock Purchase
Contract Agent has actual knowledge thereof or unless written notice of any
event that is in fact such a default is received

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by the Stock Purchase Contract Agent at the Corporate Trust Office of the Stock
Purchase Contract Agent, and such notice references the Common Equity Units and
this Agreement;

      (j) the Stock Purchase Contract Agent may request that the Company deliver
an Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Agreement, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded;

      (k) the rights, privileges, protections, immunities and benefits given to
the Stock Purchase Contract Agent, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Stock Purchase
Contract Agent in each of its capacities hereunder, and to each agent, custodian
and other Person employed to act hereunder;

      (l) the Stock Purchase Contract Agent shall not be required to initiate or
conduct any litigation or collection proceedings hereunder and shall have no
responsibilities with respect to any default hereunder except as expressly set
forth herein; and

      (m) In each case that the Stock Purchase Contract Agent may or is required
hereunder or under the Pledge Agreement or the Remarketing Agreement to take any
action, including without limitation to make any determination or judgment, to
give consents, to exercise rights, powers or remedies, or otherwise to act
hereunder or thereunder, the Stock Purchase Contract Agent may seek direction
from the Holders of at least a majority in number of the Outstanding Common
Equity Units. The Stock Purchase Contract Agent shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction from the Holders of at least a majority in number of the
Outstanding Common Equity Units. If the Stock Purchase Contract Agent shall
request direction from the Holders of at least a majority in number of the
Outstanding Common Equity Units with respect to any action, the Stock Purchase
Contract Agent shall be entitled to refrain from such action unless and until
such the Stock Purchase Contract Agent shall have received direction from the
Holders of at least a majority in number of the Outstanding Common Equity Units,
and the Stock Purchase Contract Agent shall not incur liability to any Person by
reason of so refraining.

      Section 7.04 Not Responsible for Recitals or Issuance of Common Equity
Units.

      The recitals contained herein, in the Pledge Agreement, the Remarketing
Agreement and in the Certificates shall be taken as the statements of the
Company, and the Stock Purchase Contract Agent assumes no responsibility for
their accuracy or validity. The Stock Purchase Contract Agent makes no
representations as to the validity or sufficiency of either this Agreement or of
the Common Equity Units, or of the Pledge Agreement or the Pledge or the
Collateral and shall have no responsibility for perfecting or maintaining the
perfection of any security interest in the Collateral. The Stock Purchase
Contract Agent shall not be accountable for the use or application by the
Company of the proceeds in respect of the Stock Purchase Contracts.

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      The Stock Purchase Contract Agent shall only be responsible for
transferring money, securities or other property in accordance with the terms
herein to the extent that such money, securities or other property are actually
received by the Stock Purchase Contract Agent.

      Section 7.05 May Hold Common Equity Units.

      Any Security Registrar or any other agent of the Company, or the Stock
Purchase Contract Agent and its Affiliates, in their individual or any other
capacity, may become the owner or pledgee of Common Equity Units and may
otherwise deal with the Company, the Collateral Agent or any other Person with
the same rights it would have if it were not Security Registrar or such other
agent, or the Stock Purchase Contract Agent. The Company may become the owner or
pledgee of Common Equity Units.

      Section 7.06 Money Held in Custody.

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

      Section 7.07 Compensation and Reimbursement.

      The Company agrees:

      (a) to pay to the Stock Purchase Contract Agent compensation for all
services rendered by it hereunder, under the Pledge Agreement and under the
Remarketing Agreement as the Company and the Stock Purchase Contract Agent shall
from time to time agree in writing;

      (b) except as otherwise expressly provided for herein, to reimburse the
Stock Purchase Contract Agent upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Stock Purchase Contract Agent
in accordance with any provision of this Agreement, the Pledge Agreement and the
Remarketing Agreement (including the reasonable compensation and the expenses
and disbursements of its agents and counsel) in connection with the negotiation,
preparation, execution and delivery and performance of this Agreement, the
Pledge Agreement and the Remarketing Agreement and any modification, supplement
or waiver of any of the terms thereof, except any such expense, disbursement or
advance as may be attributable to its negligence, willful misconduct or bad
faith; and

      (c) to indemnify the Stock Purchase Contract Agent and any predecessor
Stock Purchase Contract Agent (and each of its directors, officers, agents and
employees (collectively, the "Indemnitees") for, and to hold it harmless
against, any loss, claim, damage, fine, penalty, liability or expense (including
reasonable fees and expenses of counsel) incurred without negligence, willful
misconduct or bad faith on its part, arising out of or in connection with the
acceptance or administration of its duties hereunder and under the Pledge
Agreement and the Remarketing Agreement, including the Indemnitees' reasonable
costs and expenses of defending themselves against any claim (whether asserted
by the Company, a Holder or any other Person)

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<PAGE>

or liability in connection with the exercise or performance of any of the Stock
Purchase Contract Agent's powers or duties hereunder or thereunder.

      The provisions of this Section shall survive the resignation or removal of
the Stock Purchase Contract Agent and the termination of this Agreement.

      Section 7.08 Corporate Stock Purchase Contract Agent Required,
Eligibility.

      There shall at all times be a Stock Purchase Contract Agent hereunder
which shall be a Person organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having (or being
a member of a bank holding company having) a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by Federal or State
authority and having a corporate trust office in the Borough of Manhattan, New
York City, if there be such a Person in the Borough of Manhattan, New York City,
qualified and eligible under this Article VII and willing to act on reasonable
terms. If such Person publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
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 Stock
Purchase Contract Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article VII.

      Section 7.09 Resignation and Removal; Appointment of Successor.

      (a) No resignation or removal of the Stock Purchase Contract Agent and no
appointment of a successor Stock Purchase Contract Agent pursuant to this
Article VII shall become effective until the acceptance of appointment by the
successor Stock Purchase Contract Agent in accordance with the applicable
requirements of Section 7.10.

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

      (c) The Stock Purchase Contract Agent may be removed at any time by Act of
the Holders of at least a majority in number of the Outstanding Common Equity
Units delivered to the Stock Purchase Contract Agent and the Company. If the
instrument of acceptance by a successor Stock Purchase Contract Agent required
by Section 7.10 shall not have been delivered to the Stock Purchase Contract
Agent within 30 days after such Act, the Stock Purchase Contract Agent being
removed may petition any court of competent jurisdiction for the appointment at
the expense of the Company of a successor Stock Purchase Contract Agent.

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      (d) If at any time:

            (i) the Stock Purchase Contract Agent fails to comply with Section
      310(b) of the TIA, as if the Stock Purchase Contract Agent were an
      indenture trustee under an indenture qualified under the TIA, and shall
      fail to resign after written request therefor by the Company or by any
      Holder who has been a bona fide Holder of a Common Equity Unit for at
      least six months;

            (ii) the Stock Purchase Contract Agent shall cease to be eligible
      under Section 7.8 and shall fail to resign after written request therefor
      by the Company or by any such Holder; or

            (iii) the Stock Purchase Contract Agent shall become incapable of
      acting or shall be adjudged a bankrupt or insolvent or a receiver of the
      Stock Purchase Contract Agent or of its property shall be appointed or any
      public officer shall take charge or control of the Stock Purchase Contract
      Agent or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then, in any such case, (i) the Company by a
      Board Resolution may remove the Stock Purchase Contract Agent, or (ii) any
      Holder who has been a bona fide Holder of a Common Equity Unit for at
      least six months may, on behalf of himself and all others similarly
      situated, petition any court of competent jurisdiction for the removal of
      the Stock Purchase Contract Agent and the appointment of a successor Stock
      Purchase Contract Agent.

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

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

      Section 7.10 Acceptance of Appointment by Successor.

      (a) In case of the appointment hereunder of a successor Stock Purchase
Contract Agent, every such successor Stock Purchase Contract Agent so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Stock
Purchase Contract Agent an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring

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<PAGE>

Stock Purchase Contract Agent shall become effective and such successor Stock
Purchase Contract Agent, without any further act, deed or conveyance, shall
become vested with all the rights, powers, agencies and duties of the retiring
Stock Purchase Contract Agent; but, on the request of the Company or the
successor Stock Purchase Contract Agent, such retiring Stock Purchase Contract
Agent shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Stock Purchase Contract Agent all the rights,
powers and trusts of the retiring Stock Purchase Contract Agent and duly assign,
transfer and deliver to such successor Stock Purchase Contract Agent all
property and money held by such retiring Stock Purchase Contract Agent
hereunder.

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

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

      (d) No successor Stock Purchase Contract Agent shall at the same time act
as the Collateral Agent, the Custodial Agent or the Securities Intermediary and
the Company shall not act as the Stock Purchase Contract Agent.

      Section 7.11 Merger, Conversion, Consolidation or Succession to Business.

      Any Person into which the Stock Purchase Contract Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Stock Purchase Contract Agent
shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of the Stock Purchase Contract Agent, shall be the
successor of the Stock Purchase Contract Agent hereunder, provided that such
Person shall be otherwise qualified and eligible under this Article VII, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Certificates shall have been authenticated and
executed on behalf of the Holders, but not delivered, by the Stock Purchase
Contract Agent then in office, any successor by merger, conversion or
consolidation to such Stock Purchase Contract Agent may adopt such
authentication and execution and deliver the Certificates so authenticated and
executed with the same effect as if such successor Stock Purchase Contract Agent
had itself authenticated and executed such Common Equity Units.

      Section 7.12 Preservation of Information; Communications to Holders.

      (a) The Stock Purchase Contract Agent shall preserve, in as current a form
as is reasonably practicable, the names and addresses of Holders received by the
Stock Purchase Contract Agent in its capacity as Security Registrar.

      (b) If three or more Holders (herein referred to as "Applicants") apply in
writing to the Stock Purchase Contract Agent, and furnish to the Stock Purchase
Contract Agent reasonable proof that each such applicant has owned a Common
Equity Unit for a period of at least six

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<PAGE>

months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Agreement or under the Common Equity Units and is accompanied
by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Stock Purchase Contract Agent shall mail to all
the Holders copies of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Stock Purchase Contract Agent of the materials to be mailed and of payment, or
provision for the payment, of the reasonable expenses of such mailing.

      Section 7.13 No Obligations of Stock Purchase Contract Agent.

      Except to the extent otherwise expressly provided in this Agreement, the
Stock Purchase Contract Agent assumes no obligations and shall not be subject to
any liability under this Agreement, the Pledge Agreement, the Remarketing
Agreement or any Stock Purchase Contract in respect of the obligations of the
Holder of any Common Equity Units thereunder. The Company agrees, and each
Holder of a Certificate, by its acceptance thereof, shall be deemed to have
agreed, that the Stock Purchase Contract Agent's execution of the Certificates
on behalf of the Holders shall be solely as agent and attorney-in-fact for the
Holders, and that the Stock Purchase Contract Agent shall have no obligation to
perform such Stock Purchase Contracts on behalf of the Holders, except to the
extent expressly provided in Article V hereof. Anything contained in this
Agreement to the contrary notwithstanding, in no event shall the Stock Purchase
Contract Agent or its officers, directors, employees or agents be liable under
this Agreement, the Pledge Agreement or the Remarketing Agreement to any third
party for indirect, incidental, special, punitive, or consequential loss or
damage of any kind whatsoever, including lost profits, whether or not the
likelihood of such loss or damage was known to the Stock Purchase Contract Agent
and regardless of the form of action.

      Section 7.14 Tax Compliance.

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

      (b) The Stock Purchase Contract Agent shall comply in accordance with the
terms hereof with any written direction received from the Company with respect
to the execution or certification of any required documentation and the
application of such requirements to particular payments or Holders or in other
particular circumstances, and may for purposes of this Agreement conclusively
rely on any such direction in accordance with the provisions of Section 7.01(a)
hereof.

      (c) The Stock Purchase Contract Agent shall maintain all appropriate
records documenting compliance with such requirements, and shall make such
records available, on

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<PAGE>

written request, to the Company or its authorized representative within a
reasonable period of time after receipt of such request.

                                  ARTICLE VIII

                             SUPPLEMENTAL AGREEMENTS

      Section 8.01 Supplemental Agreements Without Consent of Holders.

      Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Stock Purchase Contract Agent, at any time and from
time to time, may enter into one or more agreements supplemental hereto, in form
satisfactory to the Company and the Stock Purchase Contract Agent, to:

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

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

      (c) evidence and provide for the acceptance of appointment hereunder by a
successor Stock Purchase Contract Agent;

      (d) make provision with respect to the rights of Holders pursuant to the
requirements of Section 5.04(b);

      (e) cure any ambiguity (or formal defect) or correct or supplement any
provisions herein which may be inconsistent with any other provisions herein; or

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

      Section 8.02 Supplemental Agreements with Consent of Holders.

      With the consent of the Holders of not less than a majority in number of
the Outstanding Common Equity Units voting together as one class, including
without limitation the consent of the Holders obtained in connection with a
tender or an exchange offer, by Act of said Holders delivered to the Company and
the Stock Purchase Contract Agent, the Company, when duly authorized, and the
Stock Purchase Contract Agent may enter into an agreement or agreements
supplemental hereto for the purpose of modifying in any manner the terms of the
Stock Purchase Contracts, or the provisions of this Agreement or the rights of
the Holders in respect of the Common Equity Units; provided, however, that,
except as contemplated herein, no such supplemental agreement shall, without the
unanimous consent of the Holders of each Outstanding Common Equity Unit affected
thereby,

      (a) change any Payment Date;

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      (b) change the amount or the type of Collateral required to be Pledged to
secure a Holder's obligations under the Stock Purchase Contract, impair the
right of the Holder of any Common Equity Unit to receive distributions on the
related Collateral or otherwise adversely affect the Holder's rights in or to
such Collateral or adversely alter the rights in or to such Collateral;

      (c) reduce any Contract Payments or change any place where, or the coin or
currency in which, any Contract Payment is payable;

      (d) impair the right to institute suit for the enforcement of any Stock
Purchase Contract or any Contract Payments;

      (e) reduce the number of shares of Common Stock or the amount of any other
property to be purchased pursuant to any Stock Purchase Contract, increase the
price to purchase shares of Common Stock or any other property upon settlement
of any Stock Purchase Contract or change the Stock Purchase Date or the right to
Early Settlement or Cash Merger Early Settlement or otherwise adversely affect
the Holder's rights under the Stock Purchase Contract; or

      (f) reduce the percentage of the Outstanding Common Equity Units the
consent of whose Holders is required for any modification or amendment to the
provisions of this Agreement, the Stock Purchase Contracts or the Pledge
Agreement;

provided that if any amendment or proposal referred to above would adversely
affect only the Normal Common Equity Units or the Stripped Common Equity Units,
then only the affected class of Holders as of the record date for the Holders
entitled to vote thereon will be entitled to vote on such amendment or proposal,
and such amendment or proposal shall not be effective except with the consent of
Holders of not less than a majority of such class; and provided, further, that
the unanimous consent of the Holders of each outstanding Common Equity Unit of
such class affected thereby shall be required to approve any amendment or
proposal specified in clauses (a) through (f) above.

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

      Section 8.03 Execution of Supplemental Agreements.

      In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article VIII or the modifications
thereby of the agencies created by this Agreement, the Stock Purchase Contract
Agent shall be provided, and (subject to Section 7.01) shall be fully authorized
and protected in relying upon, an Officers' Certificate and an Opinion of
Counsel each stating that the execution of such supplemental agreement is
authorized or permitted by this Agreement and that any and all conditions
precedent to the execution and delivery of such supplemental agreement have been
satisfied. The Stock Purchase Contract Agent may, but shall not be obligated to,
enter into any such supplemental agreement which affects the Stock Purchase
Contract Agent's own rights, duties or immunities under this Agreement or
otherwise.

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<PAGE>

      Section 8.04 Effect of Supplemental Agreements.

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

      Section 8.05 Reference to Supplemental Agreements.

      Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any supplemental agreement pursuant to this
Article VIII may, and shall if required by the Company, bear a notation in form
approved by the Company as to any matter provided for in such supplemental
agreement. If the Company shall so determine, new Certificates so modified as to
conform, in the opinion of the Company, to any such supplemental agreement may
be prepared and executed by the Company and authenticated, executed on behalf of
the Holders and delivered by the Stock Purchase Contract Agent in exchange for
outstanding Certificates.

                                   ARTICLE IX

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

      Section 9.01 Covenant Not to Consolidate, Merge, Convey, Transfer or Lease
Property Except under Certain Conditions.

      The Company covenants that it will not consolidate with, convert into, or
merge with and into, any other corporation or sell, assign, transfer, lease or
convey all or substantially all of its properties and assets to any Person,
unless:

      (a) either the Company shall be the continuing corporation, or the
successor (if other than the Company) shall be a corporation organized and
existing under the laws of the United States of America or a State thereof or
the District of Columbia and such corporation shall expressly assume all the
obligations of the Company under the Stock Purchase Contracts, this Agreement,
the Pledge Agreement, the Trust Agreements, and the Remarketing Agreement by one
or more supplemental agreements in form reasonably satisfactory to the Stock
Purchase Contract Agent and the Collateral Agent, executed and delivered to the
Stock Purchase Contract Agent and the Collateral Agent by such corporation; and

      (b) the Company or such successor corporation, as the case may be, shall
not, immediately after such consolidation, conversion, merger, sale, assignment,
transfer, lease or conveyance, be in default of payment obligations under the
Stock Purchase Contracts, this Agreement, the Pledge Agreement, either Trust
Agreement, or the Remarketing Agreement or in material default in the
performance of any other covenants under any of the foregoing agreements.

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      Section 9.02 Rights and Duties of Successor Corporation.

      In case of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance and upon any such assumption by a
successor corporation in accordance with Section 9.01, such successor
corporation shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the Company. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Certificates evidencing Common Equity
Units issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Stock Purchase Contract Agent; and, upon the order
of such successor corporation, instead of the Company, and subject to all the
terms, conditions and limitations in this Agreement prescribed, the Stock
Purchase Contract Agent shall authenticate and execute on behalf of the Holders
and deliver any Certificates which previously shall have been signed and
delivered by the officers of the Company to the Stock Purchase Contract Agent
for authentication and execution, and any Certificate evidencing Common Equity
Units which such successor corporation thereafter shall cause to be signed and
delivered to the Stock Purchase Contract Agent for that purpose. All the
Certificates issued shall in all respects have the same legal rank and benefit
under this Agreement as the Certificates theretofore or thereafter issued in
accordance with the terms of this Agreement as though all of such Certificates
had been issued at the date of the execution hereof.

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

      Section 9.03 Officers' Certificate and Opinion of Counsel Given to Stock
Purchase Contract Agent.

      The Stock Purchase Contract Agent, subject to Section 7.01 and Section
7.03, shall receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance, and any such assumption, complies
with the provisions of this Article IX and that all conditions precedent to the
consummation of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance have been met.

                                   ARTICLE X

                                    COVENANTS

      Section 10.01 Performance Under Stock Purchase Contracts.

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

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<PAGE>

      Section 10.02 Maintenance of Office or Agency.

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

      The Company may also from time to time designate one or more other offices
or agencies where Certificates may be presented or surrendered for any or all
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
New York City for such purposes. The Company will give prompt written notice to
the Stock Purchase Contract Agent of any such designation or rescission and of
any change in the location of any such other office or agency. The Company
hereby designates as the place of payment for the Common Equity Units the
Corporate Trust Office and appoints the Stock Purchase Contract Agent at its
Corporate Trust Office as paying agent in such city.

      Section 10.03 Company to Reserve Common Stock.

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

      Section 10.04 Covenants as to Common Stock.

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

      Section 10.05 Statements of Officers of the Company as to Default.

      The Company will deliver to the Stock Purchase Contract Agent, within 120
days after the end of each fiscal year of the Company ending after the date
hereof, an Officers' Certificate, stating whether or not to the knowledge of the
signers thereof the Company is in default in the

                                       74

<PAGE>

performance and observance of any of the terms, provisions and conditions
hereof, and if the Company shall be in default, specifying all such defaults and
the nature and status thereof of which the Company have knowledge.

      Section 10.06 ERISA.

      Each Holder from time to time of the Common Equity Units that is a Plan or
who used assets of a Plan to purchase Common Equity Units hereby represents that
either (i) no portion of the assets used by such Holder to acquire the Normal
Common Equity Units constitutes assets of the Plan or (ii) the purchase or
holding of the Normal Common Equity Units by such purchaser or transferee will
not constitute a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or similar violation under any applicable laws.

      Section 10.07 Tax Treatment.

      (a) The Company covenants and agrees, for United States federal, state and
local income and franchise tax purposes, to (i) treat a Holder's acquisition of
the Normal Common Equity Units as the acquisition of the Trust Preferred
Securities and Stock Purchase Contract constituting the Normal Common Equity
Units and (ii) treat each Holder as the owner of the applicable interest in the
Collateral Account, including the Trust Preferred Securities or the Treasury
Securities.

      (b) Each Holder of Common Equity Units shall be deemed to have agreed, by
acceptance of Common Equity Units, and each Beneficial Owner shall be deemed to
have agreed, by acceptance of a beneficial interest in Common Equity Units, to
treat for all United States federal income tax purposes (i) MetLife Capital
Trust II and MetLife Capital Trust III as grantor trusts, (ii) itself as the
owner of the Stock Purchase Contracts and the related ownership interest in the
Trust Preferred Securities or Treasury Securities, as applicable, pledged under
the Pledge Agreement, (iii) the Debentures as indebtedness of the Company, 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.

                        SIGNATURES ON THE FOLLOWING PAGE

                                       75

<PAGE>

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

                                            METLIFE, INC.

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

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

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

                                       76

<PAGE>

                                                                       EXHIBIT A

             (FORM OF FACE OF NORMAL COMMON EQUITY UNIT CERTIFICATE)

      {For inclusion in Global Certificates only - THIS CERTIFICATE IS A GLOBAL
CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGREEMENT
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS THE
NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
"DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS
CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE STOCK PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS
CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No. _________                                          CUSIP No.
Number of Normal Common Equity Units:  ___________________

                                  METLIFE, INC.
                           Normal Common Equity Units

      This Normal Common Equity Unit Certificate certifies that {Cede & Co.} is
the registered Holder of the number of Normal Common Equity Units set forth
above {for inclusion in Global Certificates only - or such other number of
Normal Common Equity Units reflected in the Schedule of Increases or Decreases
in the Global Certificate attached hereto}. Each Normal Common Equity Unit
consists of (i) prior to the Initial Stock Purchase Date a 1/80 beneficial
ownership interest of the Holder in one series A trust preferred security (the
"series A trust preferred securities") of MetLife Capital Trust II, a Delaware
statutory trust, subject to the Pledge of such interest in the series A trust
preferred security by such Holder pursuant to the Pledge Agreement, (ii) a 1/80
beneficial ownership interest of the Holder in one series B trust preferred
security (the "series B trust preferred security") of MetLife Capital Trust III,
a Delaware statutory trust, subject to the Pledge of such interest in the series
B trust preferred

                                      A-1

<PAGE>

securities by such Holder pursuant to the Pledge Agreement, and (iii) one Stock
Purchase Contract with MetLife, Inc. (the "Company"). All capitalized terms used
herein which are defined in the Stock Purchase Contract Agreement (as defined on
the reverse hereof) have the meaning set forth therein.

      Pursuant to the Pledge Agreement, the Trust Preferred Securities,
constituting part of each Normal Common Equity Unit evidenced hereby have been
pledged to the Collateral Agent, for the benefit of the Company, to secure the
obligations of the Holder under the Stock Purchase Contract comprising part of
such Normal Common Equity Units.

      The Pledge Agreement provides that all distributions on any Pledged Trust
Preferred Securities constituting part of the Normal Common Equity Units
received by the Securities Intermediary shall be paid by wire transfer in same
day funds (i) in the case of (A) distributions on Pledged Trust Preferred
Securities to the Stock Purchase Contract Agent to the account designated by the
Stock Purchase Contract Agent, no later than 2:00 p.m., New York City time, on
the Business Day such payment is received by the Securities Intermediary
(provided that in the event such payment is received by the Securities
Intermediary on a day that is not a Business Day or after 12:30 p.m., New York
City time, on a Business Day, then such payment shall be made no later than
10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in
the case of payments with respect to the liquidation amount of the Pledged Trust
Preferred Securities, to the Company on the Stock Purchase Date (as described
herein) in accordance with the terms of the Pledge Agreement, in full
satisfaction of the respective obligations of the Holders of the Normal Common
Equity Units of which such Pledged Trust Preferred Securities are a part under
the Stock Purchase Contracts forming a part of such Normal Common Equity Units.
Distributions on the Trust Preferred Securities forming part of a Normal Common
Equity Unit evidenced hereby, which are payable quarterly in arrears on February
15, May 15, August 15, and November 15 of each year, commencing August 15, 2005
(a "Payment Date"), shall, subject to receipt thereof by the Stock Purchase
Contract Agent from the Securities Intermediary, be paid to the Person in whose
name this Normal Common Equity Unit Certificate (or a Predecessor Normal Common
Equity Unit Certificate) is registered at the close of business on the Record
Date for such Payment Date.

      Each Stock Purchase Contract evidenced hereby obligates the Holder of this
Normal Common Equity Unit Certificate to purchase, and the Company to sell, on
each of the Initial Stock Purchase Date and on the Subsequent Stock Purchase
Date, at a price equal to $12.50 (the "Purchase Price"), a number of newly
issued or treasury shares of common stock, par value $0.01 per share ("Common
Stock"), of the Company, per Normal Common Equity equal to the applicable
Settlement Rate, unless on or prior to the applicable Stock Purchase Date there
shall have occurred a Termination Event or an Early Settlement or Cash Merger
Early Settlement with respect to such Stock Purchase Contract, all as provided
in the Stock Purchase Contract Agreement and more fully described on the reverse
hereof. The Purchase Price for the shares of Common Stock purchased pursuant to
each Stock Purchase Contract evidenced hereby, if not paid earlier, shall be
paid on the applicable Stock Purchase Date by application of payment received in
respect of the liquidation amount with respect to any Pledged Trust Preferred
Securities pursuant to the Remarketing pledged to secure the obligations under
such Stock Purchase Contract of the Holder of the Normal Common Equity Units of
which such Stock Purchase Contract is a part.

                                      A-2

<PAGE>

      Each Stock Purchase Contract evidenced hereby obligates the holder to
agree, for United States federal, state and local income and franchise tax
purposes, to treat (i) itself as the owner of the Stock Purchase Contracts and
the related ownership interest in the Trust Preferred Securities pledged under
the Pledge Agreement, (ii) the Debentures as indebtedness of the Company, (iii)
MetLife Capital Trust II and MetLife Capital Trust III as grantor trusts and
(iv) the fair market value of each undivided beneficial interest in the Series A
Trust Preferred Securities as $12.50, the fair market value of each ownership
interest in the Series B Trust Preferred Securities as $12.50 and the fair
market value of the Stock Purchase Contract as $0.

      The Company shall pay, on each Payment Date, in respect of each Stock
Purchase Contract forming part of a Normal Common Equity Unit evidenced hereby,
an amount (the "Contract Payments") equal to (1) from and including the issue
date to but excluding the Initial Stock Purchase Date, at an annual rate of
1.510% of the Stated Amount and (2) from and including the initial stock
purchase date to but excluding the Subsequent Stock Purchase Date, at an annual
rate of 1.465% of the remaining Stated Amount, subject to its rights provided
for in the Stock Purchase Contract Agreement to defer Contract Payments. Such
Contract Payments shall be payable to the Person in whose name this Normal
Common Equity Unit Certificate is registered at the close of business on the
Record Date for such Payment Date.

      Distributions on the Trust Preferred Securities and the Contract Payments
will be payable at the office of the Stock Purchase Contract Agent in New York
City. If the book-entry system for the Normal Common Equity Units has been
terminated, the Contract Payments will be payable, at the option of the Company,
by check mailed to the address of the Person entitled thereto at such Person's
address as it appears on the Security Register, or by wire transfer to the
account designated by such Person by a prior written notice to the Stock
Purchase Contract Agent.

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

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

                                      A-3

<PAGE>

      IN WITNESS WHEREOF, the Company and the Holder specified above have caused
this instrument to be duly executed.

                                      METLIFE, INC.

                                      By: ______________________________________
                                          Name:
                                          Title:

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

                                      J.P. MORGAN TRUST COMPANY,
                                      NATIONAL ASSOCIATION, as attorney-
                                      in-fact of such Holder as Stock Purchase
                                      Contract Agent

                                      By: ______________________________________
                                          Name:
                                          Title:

Date: _________________

                                      A-4

<PAGE>

                          CERTIFICATE OF AUTHENTICATION
                        OF STOCK PURCHASE CONTRACT AGENT

      This is one of the Normal Common Equity Unit Certificates referred to in
the within mentioned Stock Purchase Contract Agreement.

                                         By: J.P. MORGAN TRUST COMPANY, NATIONAL
                                             ASSOCIATION,

                                             as Stock Purchase Contract Agent

                                         By: ___________________________________
                                         Name:
                                         Title:

Date: ______________________

                                      A-5

<PAGE>

           (FORM OF REVERSE OF NORMAL COMMON EQUITY UNIT CERTIFICATE)

      Each Stock Purchase Contract evidenced hereby is governed by a Stock
Purchase Contract Agreement, dated as of June 21, 2005 (as may be supplemented
from time to time, the "STOCK PURCHASE CONTRACT AGREEMENT"), between the Company
and J.P. Morgan Trust Company, National Association, as Stock Purchase Contract
Agent (including its successors hereunder, the "STOCK PURCHASE CONTRACT AGENT"),
to which Stock Purchase Contract Agreement and supplemental agreements thereto
reference, is hereby made for a description of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Stock Purchase Contract Agent, the Company, and the Holders and of the terms
upon which the Normal Common Equity Unit Certificates are, and are to be,
executed and delivered.

      Each Stock Purchase Contract evidenced hereby obligates the Holder of this
Normal Common Equity Unit Certificate to purchase, and the Company to sell, on
each of the Initial Stock Purchase Date and on the Subsequent Stock Purchase
Date at a price equal to $12.50 (the "PURCHASE PRICE"), a number of shares of
newly issued or treasury shares of Common Stock per Common Equity Unit equal to
the applicable Settlement Rate, unless an Early Settlement, a Cash Merger Early
Settlement or a Termination Event with respect to the Common Equity Units of
which such Stock Purchase Contract is a part shall have occurred. The
"SETTLEMENT RATE" is equal to the sum of the Daily Amounts. The "DAILY AMOUNT"
for each Trading Day during the 20 consecutive Trading Days beginning on July 9,
2008 for the Initial Stock Purchase Date or the 20 consecutive Trading Days
beginning on January 7, 2009 for the Subsequent Stock Purchase Date (each, a
"DETERMINATION DATE") equals:

            (1) for each Determination Date on which the Closing Price for the
      Common Stock is less than or equal to $43.35 (the "REFERENCE PRICE"), a
      fraction of one share of Common Stock per Common Equity Unit equal to

                  1/20 times $12.50 divided by Reference Price,

            (2) for each Determination Date on which the Closing Price for the
      Common Stock is greater than the Reference Price but less than $53.10 (the
      "THRESHOLD APPRECIATION PRICE"), a fraction of one share of Common Stock
      per Common Equity Unit equal to

               1/20 times $12.50 divided by the Closing Price, and

            (3) for each Determination Date on which the Closing Price for the
      Common Stock is greater than or equal to the Threshold Appreciation Price,
      a fraction of one share of Common Stock per Common Equity Unit equal to

1/20 times $12.50 divided by Threshold Appreciation Price,

in each case subject to adjustment as provided in the Stock Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest 1/10,000th
of a share).

                                      A-6

<PAGE>

      No fractional shares of Common Stock will be issued upon settlement of
Stock Purchase Contracts, as provided in Section 5.08 of the Stock Purchase
Contract Agreement.

      Each Stock Purchase Contract evidenced hereby, which is settled through
Early Settlement or Cash Merger Early Settlement, shall obligate the Holder of
the related Normal Common Equity Units to purchase at the Purchase Price, and
the Company to sell, a number of newly issued or treasury shares of Common Stock
equal to the Early Settlement Rate (in the case of an Early Settlement) or
applicable Settlement Rate (in the case of a Cash Merger Early Settlement).

      The "CLOSING PRICE" per share of Common Stock on any date of determination
means:

            (1) the closing sale price as of the close of the principal trading
      session (or, if no closing price is reported, the last reported sale
      price) per share on the New York Stock Exchange, Inc. (the "NYSE") on that
      date;

            (2) if Common Stock is not listed for trading on the NYSE on any
      such date, the closing sale price (or, if no closing price is reported,
      the last reported sale price) per share as reported in the composite
      transactions for the principal United States national or regional
      securities exchange on which Common Stock is so listed;

            (3) if Common Stock is not so listed on a United States national or
      regional securities exchange, the last closing sale price per share as
      reported by the Nasdaq Stock Market.;

            (4) if Common Stock is not so reported by the Nasdaq Stock Market,
      the last quoted bid price for the Common Stock in the over-the-counter
      market as reported by the PinkSheets LLC (formerly known as) National
      Quotation Bureau) or similar organization; or

            (5) if the bid price referred to above is not available, the market
      value of Common Stock on such date as determined by a nationally
      recognized independent investment banking firm retained by the Company for
      purposes of determining the Closing Price.

      A "TRADING DAY" means a day on which the Relevant Exchange is scheduled to
be open for business and a day on which there has not occurred or does not exist
a Market Disruption Event as provided by Section 5.01(a) of the Stock Purchase
Contract Agreement.

      In accordance with the terms of the Stock Purchase Contract Agreement, the
Holder of this Normal Common Equity Unit Certificate may pay the Purchase Price
for the shares of Common Stock purchased pursuant to each Stock Purchase
Contract evidenced hereby by effecting a Cash Settlement, an Early Settlement
or, if applicable, a Cash Merger Early Settlement or from the proceeds of or a
Remarketing of the related Pledged Trust Preferred Securities. A Holder of
Normal Common Equity Units who (1) does not, on or prior to 5:00 p.m. (New York
City time) on the fifth Business Day immediately preceding the applicable Stock
Purchase Date, notify the Stock Purchase Contract Agent of its intention to
effect a Cash

                                      A-7

<PAGE>

Settlement, or who does so notify the Stock Purchase Contract Agent but fails to
make an effective Cash Settlement on or prior to 5:00 p.m. (New York City time)
on the fourth Business Day immediately preceding the Stock Purchase Date, or (2)
on or prior to 5:00 p.m. (New York City time) on the fifth Business Day prior to
the applicable Stock Purchase Date, does not make an effective Early Settlement,
shall pay the Purchase Price for the shares of Common Stock to be delivered
under the related Stock Purchase Contract from the proceeds of the sale of the
related Pledged Trust Preferred Securities held by the Collateral Agent in the
Remarketing unless the Holder has previously made a Cash Merger Early
Settlement. Such sale will be made by the Remarketing Agent pursuant to the
terms of the Remarketing Agreement on the applicable Remarketing Date.

      Upon the occurrence of a Failed Remarketing with respect to the Third
Remarketing Settlement Date for the Series A Trust Preferred Securities or a
Failed Remarketing with respect to the Third Remarketing Settlement Date for the
Series B Trust Preferred Securities, the Collateral Agent, for the benefit of
the Company, will exercise its rights as a secured party with respect to the
Pledged Trust Preferred Securities underlying the Normal Common Equity Units,
and may, among other things, (A) retain such Trust Preferred Securities in full
satisfaction of the Holders' obligations under the Stock Purchase Contracts or
(B) sell such Trust Preferred Securities in one or more public or private sales
or otherwise. In the event of a Failed Remarketing with respect to the Third
Remarketing Settlement Date for the Series A Trust Preferred Securities or a
Failed Remarketing with respect to the Third Remarketing Settlement Date for the
Series B Trust Preferred Securities, the Company will issue a note, payable on
August 15, 2010 and bearing interest at the rate of 4.91%, in the amount of any
accrued and unpaid distributions on such Pledged Trust Preferred Securities as
of February 15, 2009 or February 15, 2010, respectively, to the Stock Purchase
Contract Agent for delivery to the Holders of the related Trust Preferred
Securities.

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

      Under the terms of the Pledge Agreement and the Stock Purchase Contract
Agreement, the Stock Purchase Contract Agent will be entitled to exercise the
voting and any other consensual rights pertaining to the Pledged Trust Preferred
Securities, but only to the extent instructed in writing by the Holders. Upon
receipt of notice of any meeting at which holders of Trust Preferred Securities
are entitled to vote or upon any solicitation of consents, waivers or proxies of
holders of Trust Preferred Securities, the Stock Purchase Contract Agent shall,
as soon as practicable thereafter, mail, first class, postage pre-paid, to the
Normal Common Equity Units Holders a notice:

            (1) containing such information as is contained in the notice or
      solicitation;

            (2) stating that each Holder on the record date set by the Stock
      Purchase Contract Agent therefor (which, to the extent possible, shall be
      the same date as the record date for determining the holders of Trust
      Preferred Securities, as the case may be, entitled to vote) shall be
      entitled to instruct the Stock Purchase Contract Agent as to the exercise
      of the

                                      A-8

<PAGE>

      voting rights pertaining to the Trust Preferred Securities underlying such
      Holder's Normal Common Equity Units; and

            (3) stating the manner in which such instructions may be given.

      Upon the written request of the Normal Common Equity Units Holders on such
record date received by the Stock Purchase Contract Agent at least six days
prior to such meeting, the Stock Purchase Contract Agent shall endeavor insofar
as practicable to vote or cause to be voted, in accordance with the instructions
set forth in such requests, the maximum aggregate liquidation amount of Trust
Preferred Securities, as the case may be, as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of a Normal Common Equity Unit, the Stock Purchase Contract Agent shall
abstain from voting the Trust Preferred Securities evidenced by such Normal
Common Equity Units. The Company hereby agrees, if applicable, to solicit
Holders of Normal Common Equity Units to timely instruct the Stock Purchase
Contract Agent in order to enable the Stock Purchase Contract Agent to vote the
Trust Preferred Securities. The Holders of Normal Common Equity Units shall have
no voting or other rights in respect of Common Stock.

      Upon the occurrence of a Successful Remarketing, the Collateral Agent
shall, in accordance with the Pledge Agreement, cause the Securities
Intermediary to transfer the Pledged Trust Preferred Securities upon
confirmation of deposit by the Remarketing Agent of the proceeds of such
Successful Remarketing in the Collateral Account. The Remarketing Agent will
deduct a remarketing fee in accordance with the terms of the Remarketing
Agreement. With respect to Pledged Trust Preferred Securities upon a Successful
Remarketing, any proceeds of the Remarketing in excess of the aggregate Purchase
Price applicable to the related Normal Common Equity Units plus the portion of
the Remarketing Fee attributable to such Pledged Trust Preferred Securities will
be remitted to the Stock Purchase Contract Agent for payment to the Holders of
the related Normal Common Equity Units.

      The Normal Common Equity Unit Certificates are issuable only in registered
form and only in denominations of a single Normal Common Equity Unit and any
integral multiple thereof. The transfer of any Normal Common Equity Unit
Certificate will be registered and Normal Common Equity Unit Certificates may be
exchanged as provided in the Stock Purchase Contract Agreement. The Security
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents permitted by the Stock Purchase Contract
Agreement. No service charge shall be required for any such registration of
transfer or exchange, but the Company and the Stock Purchase Contract Agent may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. A Holder who elects to substitute a
Treasury Security for a Trust Preferred Security, thereby creating Stripped
Common Equity Units, shall be responsible for any fees or expenses payable in
connection therewith. Except as provided in the Stock Purchase Contract
Agreement, for so long as the Stock Purchase Contract underlying a Normal Common
Equity Unit remains in effect, such Normal Common Equity Units shall not be
separable into its constituent parts, and the rights and obligations of the
Holder of such Normal Common Equity Units in respect of the Trust Preferred
Securities and Stock Purchase Contract constituting such Normal Common Equity
Units may be transferred and exchanged only as a Normal Common Equity Unit.

                                      A-9

<PAGE>

      Subject to the conditions set forth in the Stock Purchase Contract
Agreement, a Holder may, at any time on or prior to 5:00 p.m. (New York City
time) on the seventh Business Day immediately preceding any Remarketing
Settlement Date, effect a Collateral Substitution and separate the Pledged Trust
Preferred Securities from the related Stock Purchase Contracts in respect of all
or a portion of such Holder's Normal Common Equity Units by substituting for
such Pledged Trust Preferred Securities, Treasury Securities or portions thereof
in an aggregate liquidation amount at maturity equal to the aggregate
liquidation amount of such Pledged Trust Preferred Securities; provided that
Holders may make Collateral Substitutions only in integral multiples of 80
Normal Common Equity Units.

      The Company shall pay, on each Payment Date, the Contract Payments payable
in respect of each Stock Purchase Contract to the Person in whose name the
Normal Common Equity Unit Certificate evidencing such Stock Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Payments will be payable at the office of the Stock Purchase Contract
Agent in New York City. If the book-entry system for the Normal Common Equity
Units has been terminated, the Contract Payments will be payable, at the option
of the Company, by check mailed to the address of the Person entitled thereto at
such Person's address as it appears on the Security Register, or by wire
transfer to the account designated by such Person by a prior written notice to
the Stock Purchase Contract Agent.

      The Company shall have the right, at any time prior to the February 15,
2010, to defer the payment of any or all of the Contract Payments otherwise
payable on any Payment Date, but only if the Company shall give the Holders and
the Stock Purchase Contract Agent written notice of its election to defer each
such deferred Contract Payment pursuant to Section 5.11 of the Stock Purchase
Contract Agreement. Any Contract Payments so deferred shall, to the extent
permitted by law, accrue additional Contract Payments thereon at the rate of
6.375% per year (computed on the basis of a 360-day year of twelve 30-day
months), compounding on each succeeding Payment Date, until paid in full (such
deferred installments of Contract Payments, if any, together with the additional
Contract Payments, if any, accrued thereon, being referred to herein as the
"Deferred Contract Payments"). Deferred Contract Payments, if any, shall be due
on the next succeeding Payment Date except to the extent that payment is
deferred pursuant to the Section 5.11 of the Stock Purchase Contract Agreement.
No Contract Payments may be deferred to a date that is after the Stock Purchase
Date and no such deferral period may end other than on a Payment Date. If the
Stock Purchase Contracts are terminated upon the occurrence of a Termination
Event, the Holder's right to receive Contract Payments, if any, and any Deferred
Contract Payments, will terminate.

      The Stock Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay any Contract
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Stock Purchase Contract Agent or the
Company, if, on or prior to either Stock Purchase Date, a Termination Event
shall have occurred. Upon the occurrence of a Termination Event, the Company
shall promptly but in no event later than two Business Days thereafter give
written notice to the Stock Purchase Contract Agent, the Collateral Agent and
the Holders, at their addresses as they appear in the Security Register. Upon
and after the occurrence of a Termination Event, the Collateral Agent shall
release the Pledged Trust Preferred Securities from the Pledge in accordance
with the

                                      A-10

<PAGE>

provisions of the Pledge Agreement. A Normal Common Equity Unit shall thereafter
represent the right to receive the Trust Preferred Securities forming a part of
such Normal Common Equity Units in accordance with the terms of, and except as
set forth in, the Stock Purchase Contract Agreement and the Pledge Agreement.

      Subject to and upon compliance with the provisions of the Stock Purchase
Contract Agreement, at the option of the Holder thereof, Stock Purchase
Contracts underlying Common Equity Units may be settled early ("EARLY
SETTLEMENT") at any time on or prior to 5:00 p.m. (New York City time) on the
fifth Business Day immediately preceding the Subsequent Stock Purchase Date as
provided in the Stock Purchase Contract Agreement. In order to exercise the
right to effect Early Settlement with respect to any Stock Purchase Contract
evidenced by this Certificate, the Holder of this Normal Common Equity Unit
Certificate shall deliver to the Stock Purchase Contract Agent at the Corporate
Trust Office prior to the time specified in the Stock Purchase Contract
Agreement an Election to Settle Early form set forth below duly completed and
accompanied by payment in the form of immediately available funds payable to the
order of the Company in an amount (the "EARLY SETTLEMENT AMOUNT") equal to the
sum of:

            (i) the product of (A) the Stated Amount times (B) the number of
      Stock Purchase Contracts with respect to which the Holder has elected to
      effect Early Settlement, plus

            (ii) if such delivery is made with respect to any Stock Purchase
      Contracts during the period from the close of business on any Record Date
      next preceding any Payment Date to the opening of business on such Payment
      Date, an amount equal to the Contract Payments payable on such Payment
      Date with respect to such Stock Purchase Contracts.

      Upon Early Settlement of Stock Purchase Contracts by a Holder of the
related Common Equity Units, the Pledged Trust Preferred Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of newly issued or treasury shares of
Common Stock adjusted in the same manner and at the same time as the Settlement
Rate is adjusted (the "EARLY SETTLEMENT RATE").

      Upon the occurrence of a Cash Merger, a Holder of Normal Common Equity
Units may effect Cash Merger Early Settlement of the Stock Purchase Contract
underlying such Normal Common Equity Units pursuant to the terms of Section
5.04(b)(ii) of the Stock Purchase Contract Agreement. Upon Cash Merger Early
Settlement of Stock Purchase Contracts by a Holder of the related Normal Common
Equity Units, the Pledged Trust Preferred Securities underlying such Normal
Common Equity Units shall be released from the Pledge as provided in the Pledge
Agreement.

      Upon registration of transfer of this Normal Common Equity Unit
Certificate, the transferee shall be bound (without the necessity of any other
action on the part of such transferee, except as may be required by the Stock
Purchase Contract Agent pursuant to the Stock Purchase Contract Agreement),
under the terms of the Stock Purchase Contract Agreement and the Stock Purchase
Contracts evidenced hereby and the transferor shall be released from the
obligations

                                      A-11

<PAGE>

under the Stock Purchase Contracts evidenced by this Normal Common Equity Unit
Certificate. The Company covenants and agrees, and the Holder, by its acceptance
hereof, likewise covenants and agrees, to be bound by the provisions of this
paragraph.

      The Holder of this Normal Common Equity Unit Certificate, by its
acceptance hereof, irrevocably authorizes the Stock Purchase Contract Agent to
enter into and perform the related Stock Purchase Contracts forming part of the
Normal Common Equity Units evidenced hereby on its behalf as its
attorney-in-fact, expressly withholds any consent to the assumption (i.e.,
affirmance) of the Stock Purchase Contracts by the Company or its trustee in the
event that the Company becomes the subject of a case under the Bankruptcy Code,
agrees to be bound by the terms and provisions thereof, covenants and agrees to
perform its obligations under such Stock Purchase Contracts, consents to the
provisions of the Stock Purchase Contract Agreement, irrevocably authorizes the
Stock Purchase Contract Agent to enter into and perform the Stock Purchase
Contract Agreement and the Pledge Agreement on its behalf as its
attorney-in-fact, and consents to, and agrees to be bound by, the Pledge of such
Holder's right, title and interest in and to the Collateral Account, including
the Trust Preferred Securities underlying this Normal Common Equity Unit
Certificate pursuant to the Pledge Agreement. The Holder further covenants and
agrees that, to the extent and in the manner provided in the Stock Purchase
Contract Agreement and the Pledge Agreement, but subject to the terms thereof,
payments with respect to the aggregate liquidation amount of the Pledged Trust
Preferred Securities on the applicable Stock Purchase Date shall be paid by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Stock Purchase Contract and such Holder shall acquire no right, title
or interest in such payments.

      Subject to certain exceptions, the provisions of the Stock Purchase
Contract Agreement may be amended with the consent of the Holders of a majority
in number of the outstanding Common Equity Units.

      The Stock Purchase Contracts and Common Equity Units shall be governed by,
and construed in accordance with, the laws of the State of New York.

      Prior to due presentment of this Certificate for registration of transfer,
the Company, the Stock Purchase Contract Agent and its Affiliates and any agent
of the Company or the Stock Purchase Contract Agent may treat the Person in
whose name this Normal Common Equity Unit Certificate is registered as the owner
of the Normal Common Equity Units evidenced hereby for the purpose of receiving
distributions payable on the Trust Preferred Securities, receiving payments of
Contract Payments (subject to any applicable record date), performance of the
Stock Purchase Contracts and for all other purposes whatsoever, whether or not
any payments in respect thereof be overdue and notwithstanding any notice to the
contrary, and neither the Company, the Stock Purchase Contract Agent nor any
such agent shall be affected by notice to the contrary.

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

      A copy of the Stock Purchase Contract Agreement is available for
inspection at the Corporate Trust Office.

                                      A-12

<PAGE>

                                  ABBREVIATIONS

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

  TEN COM:            as tenants in common

  UNIF GIFT MIN ACT:  ______________ Custodian _____________  (cust)(minor)
                      Under Uniform Gifts to Minors Act of  --------------------

  TENANT:             as tenants by the entireties

  JT TEN:             as joint tenants with right of survivorship and not as
                      tenants in common

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

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

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________
  (Please print or type name and address including Postal Zip code of Assignee)

the within Normal Common Equity Unit Certificates and all rights thereunder,
hereby irrevocably constituting and appointing attorney __________________, to
transfer said Normal Common Equity Unit Certificates on the books of the
Security Registrar, with full power of substitution in the premises.

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

  Signature Guarantee: _________________________________________________________

                                      A-13

<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

  Dated:
                                             ___________________________________
                                             Signature

                                             Signature Guarantee: ______________
                                             (if assigned to another person)

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

____________________________                   _________________________________
  Name                                           Name

____________________________                   _________________________________
  Address                                        Address

____________________________                   _________________________________

____________________________                   _________________________________

____________________________
  Social Security or other Taxpayer
  Identification Number, if any

                                      A-14

<PAGE>

              ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

      The undersigned Holder of this Normal Common Equity Unit Certificate
hereby irrevocably exercises the option to effect {Early Settlement} {Cash
Merger Early Settlement following a Cash Merger} in accordance with the terms of
the Stock Purchase Contract Agreement with respect to the Stock Purchase
Contracts underlying the number of Normal Common Equity Units evidenced by this
Normal Common Equity Unit Certificate specified below. The undersigned Holder
directs that a certificate for shares of Common Stock or other securities
deliverable upon such {Early Settlement} {Cash Merger Early Settlement} be
registered in the name of, and delivered, together with a check in payment for
any fractional share and any Normal Common Equity Unit Certificate representing
any Normal Common Equity Units evidenced hereby as to which {Early Settlement}
{Cash Merger Early Settlement} of the related Stock Purchase Contracts is not
effected, to the undersigned at the address indicated below unless a different
name and address have been indicated below. Pledged Trust Preferred Securities
deliverable upon such {Early Settlement} {Cash Merger Early Settlement} will be
transferred in accordance with the transfer instructions set forth below. If
shares are to be registered in the name of a Person other than the undersigned,
the undersigned will pay any transfer tax payable incident thereto.

  Dated:                                         Signature _____________________

  Signature Guarantee: _________________________________________________________

      Number of Common Equity Units evidenced hereby as to which {Early
Settlement} {Cash Merger Early Settlement} of the related Stock Purchase
Contracts is being elected:

If shares of Common Stock or Normal Common      REGISTERED HOLDER
Equity Unit Certificates are to be
registered in the name of and delivered to
and Pledged Trust Preferred Securities are
to be transferred to a Person other than
the Holder, please print such Person's
name and address:

                                                Please print name and address of
                                                Registered Holder:

_______________________________                 ________________________________
  Name                                            Name

_______________________________                 ________________________________
  Address                                         Address

_______________________________                 ________________________________

_______________________________                 ________________________________

_______________________________                 ________________________________

  Social Security or other Taxpayer

                                      A-15

<PAGE>

  Identification Number, if any

      Transfer Instructions for Pledged Trust Preferred Securities transferable
upon {Early Settlement} {Cash Merger Early Settlement} or a Termination Event:

                                      A-16

<PAGE>

                     {TO BE ATTACHED TO GLOBAL CERTIFICATES}

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

<TABLE>
<CAPTION>
                Amount of increase                               Number of Normal
               in Number of Normal    Amount of decrease in     Common Equity Units
               Common Equity Units      Number of Normal         evidenced by this         Signature of
                 evidenced by the      Common Equity Units      Global Certificate     authorized signatory
                   Date Global          evidenced by the          following such         of Stock Purchase
Date               Certificate         Global Certificate      decrease or increase       Contract Agent
<S>            <C>                    <C>                      <C>                     <C>
</TABLE>

                                      A-17

<PAGE>

                                                                       EXHIBIT B

            (FORM OF FACE OF STRIPPED COMMON EQUITY UNIT CERTIFICATE)

      {For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL
CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGREEMENT
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A
TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No. _________                                             CUSIP No.
Number of Stripped Common Equity Units:  ___________________

                                  METLIFE, INC.
                          Stripped Common Equity Units

      This Stripped Common Equity Unit Certificate certifies that {Cede & Co.}
is the registered Holder of the number of Stripped Common Equity Units set forth
above {for inclusion in Global Certificates only - or such other number of
Stripped Common Equity Units reflected in the Schedule of Increases or Decreases
in the Global Certificate attached hereto}. Each Stripped Common Equity Unit
consists of (i) prior to the Initial Stock Purchase Date, a 1/80 undivided
beneficial ownership interest of a Treasury Security that matures as of the
Applicable Remarketing Settlement Date having a principal amount at maturity
equal to $1,000, subject to the Pledge of such interest in the Treasury Security
by such Holder pursuant to the Pledge Agreement, (ii) a 1/80 undivided
beneficial ownership interest of a Treasury Security that matures as of the
Applicable Remarketing Settlement Date for the Series B Trust Preferred
Securities, with a principal amount at maturity of $1,000 subject to the Pledge
of such Treasury Security by such Holder pursuant to the Pledge Agreement, and
(iii) the rights and obligations of the Holder under one Stock Purchase Contract
with MetLife, Inc, a Delaware corporation (the

                                      B-1

<PAGE>

"COMPANY"). All capitalized terms used herein which are defined in the Stock
Purchase Contract Agreement (as defined on the reverse hereof) have the meaning
set forth therein.

      Pursuant to the Pledge Agreement, the Treasury Securities constituting
part of each Stripped Common Equity Unit evidenced hereby have been pledged to
the Collateral Agent, for the benefit of the Company, to secure the obligations
of the Holder under the Stock Purchase Contract comprising part of such Stripped
Common Equity Units.

      Each Stock Purchase Contract evidenced hereby obligates the Holder of this
Normal Common Equity Unit Certificate to purchase, and the Company to sell, on
each of the Initial Stock Purchase Date and on the Subsequent Stock Purchase
Date, at a price equal to $12.50 (the "Purchase Price"), a number of newly
issued or treasury shares of common stock, par value $0.01 per share ("Common
Stock"), of the Company, equal to the applicable Settlement Rate, unless on or
prior to the applicable Stock Purchase Date there shall have occurred a
Termination Event or an Early Settlement or Cash Merger Early Settlement with
respect to such Stock Purchase Contract, all as provided in the Stock Purchase
Contract Agreement and more fully described on the reverse hereof. The Purchase
Price for the shares of Common Stock purchased pursuant to each Stock Purchase
Contract evidenced hereby, if not paid earlier, shall be paid on the applicable
Stock Purchase Date by application of the proceeds from the Treasury Securities
at maturity pledged to secure the obligations of the Holder under such Stock
Purchase Contract of the Stripped Common Equity Units of which such Stock
Purchase Contract is a part.

      Each Stock Purchase Contract evidenced hereby obligates the holder to
agree, for United States federal, state and local income and franchise tax
purposes, (i) to treat itself as the owner of the Stock Purchase Contracts and
the related ownership interest in the Treasury Securities pledged under the
Pledge Agreement, and (ii) the fair market value of each Stock Purchase Contract
as $0.

      The Company shall pay, on each Payment Date, in respect of each Stock
Purchase Contract forming part of a Stripped Common Equity Unit evidenced
hereby, an amount (the "CONTRACT PAYMENTS") equal to (1) from and including the
issue date to but excluding the Initial Stock Purchase Date, at an annual rate
of 1.510% of the Stated Amount and (2) from and including the initial stock
purchase date to but excluding the Subsequent Stock Purchase Date, at an annual
rate of 1.465% of the remaining Stated Amount, subject to its rights provided
for in the Stock Purchase Contract Agreement to defer Contract Payments. Such
Contract Payments shall be payable to the Person in whose name this Stripped
Common Equity Unit Certificate is registered at the close of business on the
Record Date for such Payment Date.

      Contract Payments will be payable at the office of the Stock Purchase
Contract Agent in New York City. If the book-entry system for the Stripped
Common Equity Units has been terminated, the Contract Payments will be payable,
at the option of the Company, by check mailed to the address of the Person
entitled thereto at such Person's address as it appears on the Security
Register, or by wire transfer to the account designated by such Person by a
prior written notice to the Stock Purchase Contract Agent.

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

                                      B-2

<PAGE>

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

      IN WITNESS WHEREOF, the Company and the Holder specified above have caused
this instrument to be duly executed.

                                            METLIFE, INC.

                                            By: ________________________________
                                            Name:
                                            Title:

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

                                            By: J.P. MORGAN TRUST COMPANY,
                                                NATIONAL ASSOCIATION, as
                                                attorney-in-fact of such Holder
                                                as Stock Purchase Contract Agent

                                            By: ________________________________
                                            Name:
                                            Title:

Date: _____________________

                                      B-3

<PAGE>

                        CERTIFICATE OF AUTHENTICATION OF
                          STOCK PURCHASE CONTRACT AGENT

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

                               J. P. Morgan Trust Company, National Association,

                               as Stock Purchase Contract Agent

                               By: _____________________________________________
                               Name:
                               Title:

                               Dated: __________________________________________

                                      B-4

<PAGE>

          (FORM OF REVERSE OF STRIPPED COMMON EQUITY UNIT CERTIFICATE)

      Each Stock Purchase Contract evidenced hereby is governed by a Stock
Purchase Contract Agreement, dated as of June 21, 2005 (as may be supplemented
from time to time, the "STOCK PURCHASE CONTRACT AGREEMENT"), between the Company
and J.P. Morgan Trust Company, National Association, as Stock Purchase Contract
Agent (including its successors hereunder, the "STOCK PURCHASE CONTRACT AGENT"),
to which Stock Purchase Contract Agreement and supplemental agreements thereto
reference, is hereby made for a description of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Stock Purchase Contract Agent, the Company, and the Holders and of the terms
upon which the Stripped Common Equity Unit Certificates are, and are to be,
executed and delivered.

      Each Stock Purchase Contract evidenced hereby obligates the Holder of this
Normal Common Equity Unit Certificate to purchase, and the Company to sell, on
each of the Initial Stock Purchase Date and on the Subsequent Stock Purchase
Date at a price equal to $12.50 (the "PURCHASE PRICE"), a number newly issued or
treasury shares of Common Stock per Common Equity Unit equal to the applicable
Settlement Rate, unless an Early Settlement, a Cash Merger Early Settlement or a
Termination Event with respect to the Common Equity Units of which such Stock
Purchase Contract is a part shall have occurred. The "SETTLEMENT RATE" is equal
to the sum of the Daily Amounts. The "DAILY AMOUNT" for each Trading Day during
the 20 consecutive Trading Days beginning on July 9, 2008 for the Initial Stock
Purchase Date or the 20 consecutive Trading Days beginning on January 7, 2009
for the Subsequent Stock Purchase Date (each, a "DETERMINATION DATE") equals:

            (1) for each Determination Date on which the Closing Price for the
      Common Stock is less than or equal to $43.35 (the "REFERENCE PRICE), a
      fraction of one share of Common Stock per Common Equity Unit equal to

                1/20 times $12.50 divided by the Reference Price,

            (2) for each Determination Date on which the Closing Price for the
      Common Stock is greater than the Reference Price but less than $53.10(the
      "THRESHOLD APPRECIATION PRICE"), a fraction of one share of Common Stock
      per Common Equity Unit equal to

            1/20 times $12.50 divided by the Closing Price, and

            (3) for each Determination Date on which the Closing Price for the
      Common Stock is greater than or equal to the Threshold Appreciation Price,
      a fraction of one share of Common Stock per Common Equity Unit equal to

         1/20 times $12.50 divided by the Threshold Appreciation Price,

in each case subject to adjustment as provided in the Stock Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest 1/10,000th
of a share).

                                      B-5

<PAGE>

      No fractional shares of Common Stock will be issued upon settlement of
Stock Purchase Contracts, as provided in Section 5.08 of the Stock Purchase
Contract Agreement.

      Each Stock Purchase Contract evidenced hereby, which is settled through
Early Settlement or Cash Merger Early Settlement, shall obligate the Holder of
the related Stripped Common Equity Units to purchase at the Purchase Price, and
the Company to sell, a number of newly issued or treasury shares of Common Stock
equal to the Early Settlement Rate (in the case of an Early Settlement) or
applicable Settlement Rate (in the case of a Cash Merger Early Settlement).

      The "CLOSING PRICE" per share of Common Stock on any date of determination
means:

            (1) the closing sale price as of the close of the principal trading
      session (or, if no closing price is reported, the last reported sale
      price) per share on the New York Stock Exchange, Inc. (the "NYSE") on such
      date;

            (2) if Common Stock is not listed for trading on the NYSE on any
      such date, the closing sale price (or, if no closing price is reported,
      the last reported sale price) per share as reported in the composite
      transactions for the principal United States national or regional
      securities exchange on which Common Stock is so listed;

            (3) if Common Stock is not so listed on a United States national or
      regional securities exchange, the last closing sale price per share as
      reported by the Nasdaq Stock Market;

            (4) if Common Stock is not so reported by the Nasdaq Stock Market,
      the last quoted bid price for the Common Stock in the over-the-counter
      market as reported by PinkSheets LLC (formerly known as the National
      Quotation Bureau) or similar organization; or

            (5) if the bid price referred to above is not available, the market
      value of the Common Stock on such date as determined by a nationally
      recognized independent investment banking firm retained by the Company for
      purposes of determining the Closing Price.

      A "TRADING DAY" means a day on which the Relevant Exchange is scheduled to
be open for business and a day on which there has not occurred or does not exist
a Market Disruption Event as provided by Section 5.01(a) of the Stock Purchase
Contract Agreement.

      In accordance with the terms of the Stock Purchase Contract Agreement, the
Holder of this Stripped Common Equity Units shall pay the Purchase Price for the
shares of the Common Stock purchased pursuant to each Stock Purchase Contract
evidenced hereby either by effecting an Early Settlement or, if applicable, a
Cash Merger Early Settlement of each such Stock Purchase Contract or by applying
a principal amount of the Pledged Treasury Securities underlying such Holder's
Stripped Common Equity Units equal to the Stated Amount of such Stock Purchase
Contract to the purchase of the Common Stock. A Holder of Stripped Common Equity
Units who (1) on or prior to 5:00 p.m. (New York City time) on the fifth
Business Day

                                      B-6

<PAGE>

prior to the Stock Purchase Date, does not make an effective Early Settlement or
(2) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day
prior to the Stock Purchase Date, does not make an effective Cash Merger Early
Settlement, shall pay the Purchase Price for the shares of Common Stock to be
issued under the related Stock Purchase Contract from the proceeds of the
Pledged Treasury Securities.

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

      The Stripped Common Equity Unit Certificates are issuable only in
registered form and only in denominations of a single Stripped Common Equity
Unit and any integral multiple thereof. The transfer of any Stripped Common
Equity Unit Certificate will be registered and Stripped Common Equity Unit
Certificates may be exchanged as provided in the Stock Purchase Contract
Agreement. The Security Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents permitted by the Stock
Purchase Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Stock Purchase
Contract Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. A Holder who elects to
substitute Trust Preferred Securities for Treasury Securities, thereby
recreating Normal Common Equity Units, shall be responsible for any fees or
expenses associated therewith. Except as provided in the Stock Purchase Contract
Agreement, for so long as the Stock Purchase Contract underlying a Stripped
Common Equity Unit remains in effect, such Stripped Common Equity Units shall
not be separable into its constituent parts, and the rights and obligations of
the Holder of such Stripped Common Equity Units in respect of the Treasury
Security and the Stock Purchase Contract constituting such Stripped Common
Equity Units may be transferred and exchanged only as a Stripped Common Equity
Unit.

      Subject to the conditions set forth in the Stock Purchase Contract
Agreement, a Holder of Stripped Common Equity Units may recreate, at any time on
or prior to 5:00 p.m. (New York City time) on the seventh Business Day
immediately preceding any Remarketing Settlement Date, Normal Common Equity
Units by delivering to the Securities Intermediary (1) prior to the Initial
Stock Purchase Date, Series A Trust Preferred Securities and Series B Trust
Preferred Securities and (2) and after the Initial Stock Purchase Date, Series B
Trust Preferred Securities, in each case with an aggregate liquidation amount,
equal to the aggregate principal amount at maturity of the corresponding Pledged
Treasury Securities in exchange for the release of such Pledged Treasury
Securities in accordance with the terms of the Stock Purchase Contract Agreement
and the Pledge Agreement. From and after such substitution, the Holder's Common
Equity Units shall be referred to as a "NORMAL COMMON EQUITY UNITS." Any such
creation of Normal Common Equity Units may be effected only in multiples of 80
Stripped Common Equity Units for 80 Normal Common Equity Units.

      The Company shall pay, on each Payment Date, the Contract Payments (net of
any withholding tax imposed on such payments, which shall be remitted to the
appropriate taxing jurisdiction) payable in respect of each Stock Purchase
Contract to the Person in whose name the Stripped Common Equity Unit Certificate
evidencing such Stock Purchase Contract is registered

                                      B-7

<PAGE>

at the close of business on the Record Date for such Payment Date. Contract
Payments will be payable at the office of the Stock Purchase Contract Agent in
New York City. If the book-entry system for the Normal Common Equity Units has
been terminated, the Contract Payments will be payable, at the option of the
Company, by check mailed to the address of the Person entitled thereto at such
Person's address as it appears on the Security Register, or by wire transfer to
the account designated by such Person by a prior written notice to the Stock
Purchase Contract Agent.

      The Company shall have the right, at any time prior to February 15, 2010,
to defer the payment of any or all of the Contract Payments otherwise payable on
any Payment Date, but only if the Company shall give the Holders and the Stock
Purchase Contract Agent written notice of its election to defer each such
deferred Contract Payment pursuant to Section 5.11 of the Stock Purchase
Contract Agreement. Any Contract Payments so deferred shall, to the extent
permitted by law, accrue additional Contract Payments thereon at the rate of
6.375% per year (computed on the basis of a 360-day year of twelve 30-day
months), compounding on each succeeding Payment Date, until paid in full (such
deferred installments of Contract Payments, if any, together with the additional
Contract Payments, if any, accrued thereon, being referred to herein as the
"Deferred Contract Payments"). Deferred Contract Payments, if any, shall be due
on the next succeeding Payment Date except to the extent that payment is
deferred pursuant to the Section 5.11 of the Stock Purchase Contract Agreement.
No Contract Payments may be deferred to a date that is after the Stock Purchase
Date and no such deferral period may end other than on a Payment Date. If the
Stock Purchase Contracts are terminated upon the occurrence of a Termination
Event, the Holder's right to receive Contract Payments, if any, and any Deferred
Contract Payments, will terminate.

      The Stock Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay any Contract
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Stock Purchase Contract Agent or the
Company, if, on or prior to either Stock Purchase Date, a Termination Event
shall have occurred. Upon the occurrence of a Termination Event, the Company
shall promptly but in no event later than two Business Days thereafter give
written notice to the Stock Purchase Contract Agent, the Collateral Agent and
the Holders, at their addresses as they appear in the Security Register. Upon
and after the occurrence of a Termination Event, the Collateral Agent shall
release the Pledged Treasury Securities (as defined in the Pledge Agreement) in
accordance with the provisions of the Pledge Agreement. A Stripped Common Equity
Unit shall thereafter represent the right to receive the interest in the
Treasury Security forming a part of such Stripped Common Equity Units, in
accordance with the terms of and except as set forth in, the Stock Purchase
Contract Agreement and the Pledge Agreement.

      Subject to and upon compliance with the provisions of the Stock Purchase
Contract Agreement, at the option of the Holder thereof, Stock Purchase
Contracts underlying Common Equity Units may be settled early ("EARLY
SETTLEMENT") as provided in the Stock Purchase Contract Agreement. In order to
exercise the right to effect Early Settlement with respect to any Stock Purchase
Contract evidenced by this Certificate, the Holder of this Stripped Common
Equity Unit Certificate shall deliver to the Stock Purchase Contract Agent at
the Corporate Trust Office an Election to Settle Early form set forth below duly
completed and accompanied by

                                      B-8

<PAGE>

payment in the form of immediately available funds payable to the order of the
Company in an amount (the "EARLY SETTLEMENT AMOUNT") equal to the sum of:

            (i) $25.00 times the number of Stock Purchase Contracts being
      settled, if settled on or prior to the fifth business day immediately
      preceding the Initial Stock Purchase Date, and thereafter $12.50 times the
      number of Stock Purchase Contracts being settled, if settled on or prior
      to the fifth Business Day immediately preceding the Subsequent Stock
      Purchase Date, plus

            (ii) if such delivery is made with respect to any Stock Purchase
      Contracts during the period from the close of business on any Record Date
      next preceding any Payment Date to the opening of business on such Payment
      Date, an amount equal to the Contract Payments payable on such Payment
      Date with respect to such Stock Purchase Contracts.

      Upon Early Settlement of Stock Purchase Contracts by a Holder of the
related Common Equity Units, the Pledged Treasury Securities underlying such
Common Equity Units shall be released from the Pledge as provided in the Pledge
Agreement and the Holder shall be entitled to receive a number of newly issued
or treasury shares of Common Stock adjusted in the same manner and at the same
time as the Settlement Rate is adjusted (the "EARLY SETTLEMENT RATE").

      Upon the occurrence of a Cash Merger, a Holder of Stripped Common Equity
Units may effect Cash Merger Early Settlement of the Stock Purchase Contract
underlying such Stripped Common Equity Units pursuant to the terms of Section
5.04(b)(ii) of the Stock Purchase Contract Agreement. Upon Cash Merger Early
Settlement of Stock Purchase Contracts by a Holder of the related Stripped
Common Equity Units, the Pledged Treasury Securities underlying such Stripped
Common Equity Units shall be released from the Pledge as provided in the Pledge
Agreement.

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

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

                                      B-9

<PAGE>

Stock Purchase Contract Agent to enter into and perform the Stock Purchase
Contract Agreement and the Pledge Agreement on its behalf as its
attorney-in-fact, and consents to the Pledge of the Treasury Securities
underlying this Stripped Common Equity Unit Certificate pursuant to the Pledge
Agreement. The Holder further covenants and agrees, that, to the extent and in
the manner provided in the Stock Purchase Contract Agreement and the Pledge
Agreement, but subject to the terms thereof, payments in respect to the
aggregate principal amount of the Pledged Treasury Securities on the Stock
Purchase Date shall be paid by the Collateral Agent to the Company in
satisfaction of such Holder's obligations under such Stock Purchase Contract and
such Holder shall acquire no right, title or interest in such payments.

      Subject to certain exceptions, the provisions of the Stock Purchase
Contract Agreement may be amended with the consent of the Holders of a majority
in number of the Outstanding Common Equity Units.

      The Stock Purchase Contracts, and Common Equity Units shall for all
purposes be governed by, and construed in accordance with, the laws of the State
of New York.

      Prior to due presentment of this Certificate for registration or transfer,
the Company, the Stock Purchase Contract Agent and its Affiliates and any agent
of the Company or the Stock Purchase Contract Agent may treat the Person in
whose name this Stripped Common Equity Unit Certificate is registered as the
owner of the Stripped Common Equity Units evidenced hereby for the purpose of
receiving payments of interest on the Treasury Securities, receiving payments of
Contract Payments (subject to any applicable record date), performance of the
Stock Purchase Contracts and for all other purposes whatsoever, whether or not
any payments in respect thereof be overdue and notwithstanding any notice to the
contrary, and neither the Company, the Stock Purchase Contract Agent nor any
such agent shall be affected by notice to the contrary.

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

      A copy of the Stock Purchase Contract Agreement is available for
inspection at the Corporate Trust Office.

                                      B-10

<PAGE>

                                  ABBREVIATIONS

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

  TEN COM:            as tenants in common

                                            Custodian
                      ----------------------------------------------------------
  UNIF GIFT MIN ACT:    (cust)                                       (minor)

                                Under Uniform Gifts to Minors Act of
                      ----------------------------------------------------------
  TENANT:                           as tenants by the entireties

  JT TEN:             as joint tenants with right of survivorship and not as
                      tenants in common

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

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

________________________________________________________________________________

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

the within Stripped Common Equity Unit Certificates and all rights thereunder,
hereby irrevocably constituting and appointing attorney __________________, to
transfer said Stripped Common Equity Unit Certificates on the books of the
Security Registrar, with full power of substitution in the premises.

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

  Signature Guarantee: _________________________________________________________

                                      B-11

<PAGE>

                             SETTLEMENT INSTRUCTIONS

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

  Dated: ____________________________________

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

 ____________________________________________

  Name  _____________________________________

  Address

 ____________________________________________

 ____________________________________________

 ____________________________________________

  Social Security or other Taxpayer Identification
  Number, if any

 ____________________________________________
  Signature

  Signature Guarantee:   ____________________
  (if assigned to another person)

                                      B-12

<PAGE>

              ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

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

  Dated: _______________________________  Signature ____________________________

  Signature Guarantee: _________________________________________________________

      Number of Stripped Common Equity Units evidenced hereby as to which {Early
Settlement} {Cash Merger Early Settlement} of the related Stock Purchase
Contracts is being elected:

      If shares of Common Stock or REGISTERED HOLDER Stripped Normal Common
Equity Unit Certificates are to be registered in the name of [Please print name
and address] and delivered to and Pledged Treasury Securities are to be
transferred to a Person other than the Holder, please print such Person's name
and address:

                                      B-13

<PAGE>

                             REGISTERED HOLDER

                             Please print name and address of Registered Holder:
_____________________        ___________________________________________________
  Name                       Name

_____________________        ___________________________________________________
  Address                    Address

_____________________        ___________________________________________________

_____________________        ___________________________________________________

_____________________        ___________________________________________________

  Social Security or other Taxpayer
  Identification Number, if any

      Transfer Instructions for Pledged Treasury Securities Transferable upon
{Early Settlement} {Cash Merger Early Settlement} or a Termination Event:

                                      B-14

<PAGE>

                     {TO BE ATTACHED TO GLOBAL CERTIFICATES}

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

<TABLE>
<CAPTION>
          Amount of increase
             in Number of                                 Number of Stripped
           Stripped Common      Amount of decrease in    Common Equity Units
             Equity Units        Number of Stripped       evidenced by this         Signature of
           evidenced by the      Common Equity Units      Global Certificate    authorized signatory
             Date Global          evidenced by the          following such        of Stock Purchase
Date         Certificate         Global Certificate      decrease or increase      Contract Agent
<S>       <C>                   <C>                      <C>                    <C>
</TABLE>

                                      B-15

<PAGE>

                                                                       EXHIBIT C

                  INSTRUCTION TO STOCK PURCHASE CONTRACT AGENT

J.P. Morgan Trust Company, National Association
as Stock Purchase Contract Agent
Worldwide Securities Services
4 New York Plaza, 15th Floor
New York, New York 10004

      Re: {Normal Common Equity Units} {Stripped Common Equity Units} of
          MetLife, Inc., a Delaware corporation (the "COMPANY").

      The undersigned Holder hereby notifies you that it has delivered to JP
Morgan Chase Bank, National Association, as Securities Intermediary, for credit
to the Collateral Account, $_____ aggregate [liquidation] [principal] amount of
{Trust Preferred Securities} {Treasury Securities} in exchange for the {Pledged
Trust Preferred Securities} {Pledged Treasury Securities} held in the Collateral
Account, in accordance with the Pledge Agreement, dated as of June 21, 2005 (the
"PLEDGE AGREEMENT"; unless otherwise defined herein, terms defined in the Pledge
Agreement are used herein as defined therein), between you, the Company, the
Collateral Agent, the Custodial Agent and the Securities Intermediary. The
undersigned Holder has paid all applicable fees and expenses relating to such
exchange. The undersigned Holder hereby instructs you to instruct the Collateral
Agent to release to you on behalf of the undersigned Holder the {Pledged Trust
Preferred Securities} {Pledged Treasury Securities} related to such {Normal
Common Equity Units} {Stripped Common Equity Units}.

  Date: ________________________                 _______________________________
                                                  Signature Guarantee:

                                                 _______________________________
  Please print name and address of
  Registered Holder:

                                                 _______________________________

________________________________                 _______________________________
  Name                                            Social Security or other
                                                  Taxpayer Identification
                                                  Number, if any

  Address

________________________________

________________________________

________________________________

                                      C-1

<PAGE>

                                                                       EXHIBIT D

                    NOTICE FROM STOCK PURCHASE CONTRACT AGENT
                                   TO HOLDERS

         (Transfer of Collateral upon Occurrence of a Termination Event)

{HOLDER}

________________________________

________________________________

Attention:
Telecopy: ______________________

      Re: {Normal Common Equity Units} {Stripped Common Equity Units} of
          MetLife, Inc., a Delaware corporation (the "COMPANY")

      Please refer to the Stock Purchase Contract Agreement, dated as of June
21, 2005 (the "PURCHASE CONTRACT AGREEMENT"; unless otherwise defined herein,
terms defined in the Stock Purchase Contract Agreement are used herein as
defined therein), between the Company and the undersigned, as Stock Purchase
Contract Agent and as attorney-in-fact for the holders of Normal Common Equity
Units and Stripped Common Equity Units from time to time.

      We hereby notify you we have received notice that a Termination Event has
occurred and that {the Trust Preferred Securities} {the Treasury Securities}
comprising a portion of your ownership interest in ______, {Normal Common Equity
Units} {Stripped Common Equity Units} have been released and are being held by
us for your account pending receipt of transfer instructions with respect to
such {Trust Preferred Securities} {Treasury Securities} (the "RELEASED
SECURITIES").

      Pursuant to Section 3.15 of the Stock Purchase Contract Agreement, we
hereby request written transfer instructions with respect to the Released
Securities. Upon receipt of your instructions and upon transfer to us of your
{Normal Common Equity Units}{Stripped Common Equity Units} effected through
book-entry or by delivery to us of your {Normal Common Equity Unit
Certificate}{Stripped Common Equity Unit Certificate}, we shall transfer the
Released Securities by book-entry transfer or other appropriate procedures, in
accordance with your instructions.

      In the event you fail to effect such transfer or delivery, the Released
Securities and any distributions thereon, shall be held in our name, or a
nominee in trust for your benefit, until such time as such {Normal Common Equity
Units}{Stripped Common Equity Units} are transferred or your {Normal Common
Equity Unit Certificate} {Stripped Common Equity Unit Certificate} is
surrendered or satisfactory evidence is provided that such {Normal Common Equity
Unit Certificate}{Stripped Common Equity Unit Certificate} has been destroyed,
lost or stolen, together with any indemnification that we or the Company may
require.

                                       D-1

<PAGE>

  Dated:                                    By: J.P. MORGAN TRUST COMPANY,
         ___________________                        NATIONAL ASSOCIATION

                                               _________________________________
                                            By: Name:
                                                Title: Authorized Signatory

                                       D-2

<PAGE>

                                                                       EXHIBIT E

                            NOTICE TO SETTLE BY CASH

J.P. Morgan Trust Company, National Association
as Stock Purchase Contract Agent
Worldwide Securities Services
4 New York Plaza, 15th Floor
New York, New York 10004

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

      The undersigned Holder hereby irrevocably notifies you in accordance with
Section 5.02 of the Stock Purchase Contract Agreement, dated as of June 21, 2005
(the "STOCK PURCHASE CONTRACT AGREEMENT"; unless otherwise defined herein, terms
defined in the Stock Purchase Contract Agreement are used herein as defined
therein), between the Company and you, as Stock Purchase Contract Agent and as
attorney-in-fact for the Holders of the Stock Purchase Contracts, that such
Holder has elected to pay to the Securities Intermediary for deposit in the
Collateral Account, at or prior to 5:00 p.m. (New York City time) on the fourth
Business Day immediately preceding the Stock Purchase Date (in lawful money of
the United States by certified or cashiers' check or wire transfer, in
immediately available funds), $[ ] as the Purchase Price for the shares of
Common Stock issuable to such Holder by the Company with respect to Stock
Purchase Contracts on the Stock Purchase Date. The undersigned Holder hereby
instructs you to notify promptly the Collateral Agent of the undersigned
Holders' election to make such Cash Settlement with respect to the Stock
Purchase Contracts related to such Holder's Normal Common Equity Units.

  Dated: ____________________                    By:

                                                     ___________________________
                                                 By: Name:
                                                     Title: Authorized Signatory

                                      E-1

<PAGE>

                                                                       EXHIBIT F

                    NOTICE FROM STOCK PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
           (Settlement of Stock Purchase Contract through Remarketing)

J.P. Morgan Chase Bank, National Association
as Collateral Agent
Worldwide Securities Services
4 New York Plaza, 15th Floor
New York, New York 10004
Facsimile: (212) 623-6215
Attention: Worldwide Securities Services

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

      Please refer to the Stock Purchase Contract Agreement, dated as of June
21, 2005 (the "STOCK PURCHASE CONTRACT AGREEMENT"; unless otherwise defined
herein, terms defined in the Stock Purchase Contract Agreement are used herein
as defined therein), between the Company and the undersigned, as Stock Purchase
Contract Agent and as attorney-in-fact for the Holders of Normal Common Equity
Units from time to time.

      In accordance with Section 5.02 of the Stock Purchase Contract Agreement
and, based on notices of Cash Settlements received from Holders of Normal Common
Equity Units as of 5:00 p.m. (New York City time), on the fifth Business Day
immediately preceding the Stock Purchase Date, we hereby notify you that Trust
Preferred Securities in an aggregate liquidation amount of $[ ] are to be
tendered for purchase in the Remarketing.

  Dated: ____________________           By: J.P. Morgan Trust Company, National
                                            Association, as the Stock Purchase
                                            Contract Agent

                                        By: ____________________________________
                                            Name:
                                            Title: Authorized Signatory

                                      F-1