<PAGE>

                                 METLIFE, INC.,
                                     ISSUER

                                       AND

                          BANK ONE TRUST COMPANY, N.A.,
                                     TRUSTEE



                               __________________

                          THIRD SUPPLEMENTAL INDENTURE

                          DATED AS OF DECEMBER 10, 2002
                               __________________


                                  $400,000,000

                               5.375% SENIOR NOTES

                              DUE DECEMBER 15, 2012



<PAGE>

TABLE OF CONTENTS(1)

                                    ARTICLE I

                    5.375% SENIOR NOTES DUE DECEMBER 15, 2012

<TABLE>
<CAPTION>
                                                                           PAGE
<S>              <C>                                                       <C>
SECTION 1.01     Establishment............................................   3
SECTION 1.02     Definitions..............................................   4
SECTION 1.03     Payment of Principal and Interest........................   4
SECTION 1.04     Denominations............................................   5
SECTION 1.05     Global Securities........................................   5
SECTION 1.06     Transfer   ..............................................   6
SECTION 1.07     Defeasance ..............................................   6
SECTION 1.08     Redemption at the Option of the Company..................   6

                                   ARTICLE II

                            MISCELLANEOUS PROVISIONS

SECTION 2.01     Recitals by the Company..................................   7
SECTION 2.02     Ratification and Incorporation of Original Indenture.....   8
SECTION 2.03     Executed in Counterparts.................................   8
</TABLE>

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


                                       2
<PAGE>

         THIS THIRD SUPPLEMENTAL INDENTURE is made as of the 10th day of
December, 2002, by and between METLIFE, INC., a Delaware corporation (the
"Company"), and Bank One Trust Company, N.A., a national banking corporation, as
trustee (the "Trustee"):

         WHEREAS, the Company has heretofore entered into an Indenture, dated as
of November 9, 2001 (the "Original Indenture") with the Trustee;

         WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as supplemented by this Third Supplemental
Indenture, is herein called the "Indenture";

         WHEREAS, under the Original Indenture, a new series of senior notes may
at any time be established by the Board of Directors of the Company in
accordance with the provisions of the Original Indenture and the terms of such
series may be described by a supplemental indenture executed by the Company and
the Trustee;

         WHEREAS, the Company proposes to create under the Indenture a new
series of senior notes;

         WHEREAS, additional senior notes of other series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Indenture as at
the time supplemented and modified; and

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

         NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:


                                    ARTICLE I

                    5.375% SENIOR NOTES DUE DECEMBER 15, 2012

SECTION 1.01. Establishment.

         There is hereby established a new series of senior notes to be issued
under the Indenture, to be designated as the Company's 5.375% Senior Notes due
December 15, 2012 (the "2012 Senior Notes").

         There are to be authenticated and delivered 2012 Senior Notes,
initially limited in aggregate principal amount of $400,000,000, and no further
2012 Senior Notes shall be authenticated and delivered except as provided by
Section 2.05, 2.07, 2.11, 3.03 or 9.04 of


                                       3
<PAGE>
the Original Indenture; provided, however, that the aggregate principal amount
of the 2012 Senior Notes may be increased in the future, without the consent of
the holders of the 2012 Senior Notes, on the same terms and with the same CUSIP
and ISIN numbers as the 2012 Senior Notes. The 2012 Senior Notes shall be issued
in fully registered form.

         The 2012 Senior Notes shall be issued in the form of one or more Global
Securities in substantially the form set out in Exhibit A hereto. The Depositary
with respect to the 2012 Senior Notes shall be The Depository Trust Company.

         The form of the Trustee's Certificate of Authentication for the 2012
Senior Notes shall be substantially in the form set forth in Exhibit B hereto.

         Each 2012 Senior Note shall be dated the date of authentication thereof
and shall bear interest from the date of original issuance thereof or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for.

SECTION 1.02. Definitions.

         The following defined terms used herein shall, unless the context
otherwise requires, have the meanings specified below. Capitalized terms used
herein for which no definition is provided herein shall have the meanings set
forth in the Original Indenture.

         "Interest Payment Date" means June 15 and December 15 of each year,
commencing June 15, 2003.

         "Original Issue Date" means December 10, 2002.

         "Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the preceding June 1 or December 1, as the case
may be.

         "Stated Maturity" means December 15, 2012.

SECTION 1.03. Payment of Principal and Interest.

         The principal of the 2012 Senior Notes shall be due at Stated Maturity.
The unpaid principal amount of the 2012 Senior Notes shall bear interest at the
rate of 5.375% per year until paid or duly provided for. Interest shall be paid
semi-annually in arrears on each Interest Payment Date, commencing June 15,
2003, to the Person in whose name the 2012 Senior Notes are registered on the
Regular Record Date for such Interest Payment Date, provided that interest
payable at the Stated Maturity of principal will be paid to the Person to whom
principal is payable. Any such interest that is not so punctually paid or duly
provided for will forthwith cease to be payable to the holders on such Regular
Record Date and may be paid as provided in Section 4.01 of the Original
Indenture.

         Payments of interest on the 2012 Senior Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the 2012 Senior


                                       4
<PAGE>

Notes shall be computed and paid on the basis of a 360-day year consisting of
twelve 30-day months. In the event that any date on which interest is payable on
the 2012 Senior Notes is not a Business Day, then a payment of the interest
payable on such date will be made on the next succeeding day that is a Business
Day, except that, if such Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on the date the payment was
originally payable.

         Payment of the principal and interest due at the Stated Maturity of the
2012 Senior Notes shall be made upon surrender of the 2012 Senior Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the 2012
Senior Notes shall be paid in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payments of interest (including interest on any Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
at such place and to such account at a banking institution in the United States
as may be designated in writing to the Trustee at least 15 days prior to the
date for payment by the Person entitled thereto.

SECTION 1.04. Denominations.

         The 2012 Senior Notes may be issued in denominations of $1,000, or any
integral multiple thereof.

SECTION 1.05. Global Securities.

         The 2012 Senior Notes will be issued in the form of one or more Global
Securities registered in the name of the Depositary or its nominee. Except under
the limited circumstances described below, 2012 Senior Notes represented by
Global Securities will not be exchangeable for, and will not otherwise be
issuable as, 2012 Senior Notes in definitive form. The Global Securities
described above may not be transferred except 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 or to a successor Depositary or its nominee.

         Owners of beneficial interests in such Global Securities will not be
considered the holders thereof for any purpose under the Indenture, and no
Global Security representing a 2012 Senior Note shall be exchangeable, except
for another Global Security of like denomination and tenor to be registered in
the name of the Depositary or its nominee or to a successor Depositary or its
nominee. The rights of holders of such Global Securities shall be exercised only
through the Depositary.

         A Global Security shall be exchangeable for 2012 Senior Notes
registered in the names of Persons other than the Depositary or its nominee only
as provided by Section 2.11(c) of the Original Indenture. Any Global Security
that is exchangeable pursuant to the


                                       5
<PAGE>

preceding sentence shall be exchangeable for 2012 Senior Notes registered in
such names as the Depositary shall direct.

SECTION 1.06. Transfer.

         No service charge will be made for any registration of transfer or
exchange of 2012 Senior Notes, but payment will be required of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.

SECTION 1.07. Defeasance.

         The provisions of Sections 13.02 and 13.03 of the Original Indenture
will apply to the 2012 Senior Notes.

SECTION 1.08. Redemption at the Option of the Company.

         The 2012 Senior Notes will be redeemable, in whole or in part, at the
option of the Company at any time (a "Redemption Date"), at a redemption price
(the "Redemption Price") equal to the greater of (i) 100% of the principal
amount of the 2012 Senior Notes to be redeemed and (ii) an amount equal to the
sum of the present values of the remaining scheduled payments for principal and
interest on the 2012 Senior Notes to be redeemed, not including any portion of
the payments of interest accrued as of such Redemption Date, discounted to such
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, plus 15 basis points; plus in each
case, accrued and unpaid interest on the 2012 Senior Notes to be redeemed to
such Redemption Date.

         "Treasury Rate" means the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third Business Day preceding
the Redemption Date.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the 2012 Senior Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the 2012 Senior Notes.

         "Independent Investment Banker" means either Merrill Lynch, Pierce,
Fenner & Smith Incorporated or Wachovia Securities, Inc., as specified by the
Company, and any successor firm or, if such firm is unwilling or unable to
select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after consultation
with the Company.


                                       6
<PAGE>

         "Comparable Treasury Price" means with respect to any Redemption Date
for the 2012 Senior Notes (1) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such
quotations.

         "Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Wachovia Securities, Inc. and three other primary U.S.
government securities dealers (each a "Primary Treasury Dealer"), as specified
by the Company; provided that (1) if any of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Wachovia Securities, Inc. or any Primary Treasury Dealer as
specified by the Company shall cease to be a Primary Treasury Dealer, the
Company will substitute therefor another Primary Treasury Dealer and (2) if the
Company fails to select a substitute within a reasonable period of time, then
the substitute will be a Primary Treasury Dealer selected by the Trustee after
consultation with the Company.

         "Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

         Notwithstanding Section 3.02 of the Original Indenture, the notice of
redemption with respect to the foregoing redemption need not set forth the
Redemption Price but only the manner of calculation thereof.

         The Company shall notify the Trustee of the Redemption Price with
respect to the foregoing redemption promptly after the calculation thereof. The
Trustee shall not be responsible for calculating said Redemption Price.

         If less than all of the 2012 Senior Notes are to be redeemed, the
Trustee shall select the 2012 Senior Notes or portions of the 2012 Senior Notes
to be redeemed by such method as the Trustee shall deem fair and appropriate.
The Trustee may select for redemption 2012 Senior Notes and portions of 2012
Senior Notes in amounts of whole multiples of $1,000.

                                   ARTICLE II

                            MISCELLANEOUS PROVISIONS

SECTION 2.01. Recitals by the Company.

         The recitals in this Third Supplemental Indenture are made by the
Company only and not by the Trustee, and all of the provisions contained in the
Original Indenture in respect of the rights, privileges, immunities, powers and
duties of the Trustee shall be


                                       7
<PAGE>

applicable in respect of the 2012 Senior Notes and of this Third Supplemental
Indenture as fully and with like effect as if set forth herein in full.

SECTION 2.02. Ratification and Incorporation of Original Indenture.

         As supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Third Supplemental
Indenture shall be read, taken and construed as one and the same instrument.

SECTION 2.03. Executed in Counterparts.

         This Third Supplemental Indenture may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.


                                       8
<PAGE>

         IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officers, all as of the day
and year first above written.

                                                METLIFE, INC.


                                                By: /s/: Anthony J. Williamson
                                                    Name: Anthony J. Williamson
                                                    Title: SVP and Treasurer

                                                BANK ONE TRUST COMPANY, N.A.


                                                By: /s/: Mary R. Fonti
                                                    Name: Mary R. Fonti
                                                    Title: Vice-President


                                       9
<PAGE>

                                    EXHIBIT A

                FORM OF 5.375% SENIOR NOTE DUE DECEMBER 15, 2012

         THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE ORIGINAL
INDENTURE HEREINAFTER REFERRED TO. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK
CORPORATION, TO METLIFE, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE ORIGINAL INDENTURE,
THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER NOMINEE
OF DTC OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.



No.                                                        CUSIP No. 59156R AD 0
                                                           ISIN No. US59156RAD08

                                  METLIFE, INC.
                               5.375 % Senior Note
                              Due December 15, 2012


Principal Amount:          $

Regular Record Date:       with respect to each Interest Payment Date, the close
                           of business on the preceding June 1 or December 1, as
                           the case may be

Original Issue Date:       December 10, 2002

Stated Maturity:           December 15, 2012

Interest Payment Dates:    June 15 and December 15, commencing June 15, 2003

Interest Rate:             5.375% per year


                                       10
<PAGE>

Authorized Denomination:   $1,000


         MetLife, Inc., a Delaware corporation (the "Company," which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ____________ ($_________) on the Stated
Maturity shown above, and to pay interest thereon from the Original Issue Date
shown above, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually in arrears on each Interest
Payment Date as specified above, commencing on June 15, 2003, and on the Stated
Maturity at the rate per year shown above until the principal hereof is paid or
made available for payment and on any overdue principal and on any overdue
installment of interest to the extent permitted by law. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date (other
than an Interest Payment Date that is the Stated Maturity) will, as provided in
the Indenture, be paid to the Person in whose name this Note is registered at
the close of business on the Regular Record Date as specified above next
preceding such Interest Payment Date, provided that any interest payable at
Stated Maturity will be paid to the Person to whom principal is payable. Any
such interest that is not so punctually paid or duly provided for will forthwith
cease to be payable to the holders on such Regular Record Date and may be paid
as provided in Section 4.01 of the Original Indenture.

         Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of a 360-day year consisting of twelve
30-day months. In the event that any date on which interest is payable on this
Note is not a Business Day, then payment of the interest payable on such date
will be made on the next succeeding day that is a Business Day, except that, if
such Business Day is in the next succeeding calendar year, payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on the date the payment was originally payable.

         Payment of the principal of and interest due at the Stated Maturity of
this Note shall be made upon surrender of this Note at the Corporate Trust
Office of the Trustee. The principal of and interest on this Note shall be paid
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. Payment of
interest (including interest on an Interest Payment Date) will be made, subject
to such surrender where applicable, at the option of the Company, (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by wire transfer at such place and to
such account at a banking institution in the United States as may be designated
in writing to the Trustee at least 15 days prior to the date for payment by the
Person entitled thereto.

         The Senior Notes (as defined on the reverse hereof) will be senior
unsecured obligations of the Company and will rank equally in right of payment
with all of the other senior unsecured and unsubordinated indebtedness of the
Company from time to time


                                       11
<PAGE>

outstanding. The Senior Notes will rank senior to any subordinated indebtedness
of the Company.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE 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 Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


                                       12
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


                                                     METLIFE, INC.

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


Attest:


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


                             [Seal of MetLife, Inc.]


                          CERTIFICATE OF AUTHENTICATION

         This is one of the 5.375% Senior Notes due December 15, 2012 referred
to in the within-mentioned Indenture.


                                                   BANK ONE TRUST COMPANY, N.A.,
                                                   as Trustee


                                                   By:
                                                      --------------------------
                                                      Authorized Officer


                                       13
<PAGE>

                             (Reverse Side of Note)

         This Note is one of a duly authorized issue of senior notes of the
Company issued and issuable in one or more series under an Indenture dated as of
November 9, 2001 (the "Original Indenture"), as supplemented by the Third
Supplemental Indenture, dated as of December 10, 2002 (the "Third Supplemental
Indenture," and together with the Original Indenture, the "Indenture"), between
the Company and Bank One Trust Company, N.A., as Trustee (the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures incidental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the holders of the Senior Notes issued
thereunder and of the terms upon which said Senior Notes are, and are to be,
authenticated and delivered. This Senior Note is one of the series designated on
the face hereof as 5.375% Senior Notes due December 15, 2012 (the "Senior
Notes"), initially limited in aggregate principal amount of $400,000,000;
provided, however, that the aggregate principal amount of the Senior Notes may
be increased in the future, without the consent of the holders of the Senior
Notes, on the same terms and with the same CUSIP and ISIN numbers as the Senior
Notes. Capitalized terms used herein for which no definition is provided herein
shall have the meanings set forth in the Indenture.

         This Note is exchangeable in whole or from time to time in part for
Senior Notes of this series in definitive registered form only as provided
herein and in the Indenture. If (i) at any time the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this Note
or if at any time the Depositary shall no longer be registered or in good
standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, and the Company does not appoint a successor
Depositary within 90 days after the Company receives such notice or becomes
aware of such condition, as the case may be, or (ii) the Company in its sole
discretion determines that this Note shall be exchangeable for Senior Notes of
this series in definitive registered form and executes and delivers to the
Security Registrar a written order of the Company providing that this Note shall
be so exchangeable, this Note shall be exchangeable for Senior Notes of this
series in definitive registered form, provided that the definitive Senior Notes
so issued in exchange for this Note shall be in denominations of $1,000 and any
integral multiples, without coupons, and be of like aggregate principal amount
and tenor as the portion of this Note to be exchanged. Except as provided above,
owners of beneficial interests in this Note will not be entitled to have Senior
Notes registered in their names, will not receive or be entitled to physical
delivery of Senior Notes in definitive registered form and will not be
considered the holders thereof for any purpose under the Indenture. Neither the
Company, the Trustee, any Paying Agent nor the Security Registrar shall have any
responsibility or liability for any aspect of records relating to or payments
made on account of beneficial ownership interests in this Note, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

         If an Event of Default with respect to the Senior Notes shall occur and
be continuing, the principal of the Senior Notes may be declared due and payable
in the manner, with the effect and subject to the conditions provided in the
Indenture.


                                       14
<PAGE>

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Senior Notes under the Indenture at
any time by the Company and the Trustee with the consent of the holders of not
less than a majority in aggregate principal amount of the Senior Notes at the
time Outstanding. The Indenture also contains provisions permitting the holders
of specified percentages in principal amount of the Senior Notes at the time
Outstanding, on behalf of the holders of all Senior Notes, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the holder of this Note shall be conclusive and binding upon such holder and
upon all future holders of this Note and of any Senior Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.

         The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company pursuant to this Note and (b) restrictive
covenants and the related Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Note.

         The Senior Notes will be redeemable, in whole or in part, at the option
of the Company at any time (a "Redemption Date"), at a redemption price (the
"Redemption Price") equal to the greater of (i) 100% of the principal amount of
the Senior Notes to be redeemed and (ii) an amount equal to the sum of the
present values of the remaining scheduled payments for principal and interest on
the Senior Notes to be redeemed, not including any portion of the payments of
interest accrued as of such Redemption Date, discounted to such Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate, plus 15 basis points; plus in each case, accrued
and unpaid interest on the Senior Notes to be redeemed to such Redemption Date.

         "Treasury Rate" means the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third Business Day preceding
the Redemption Date.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Senior Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Senior Notes.

         "Independent Investment Banker" means either Merrill Lynch, Pierce,
Fenner & Smith Incorporated or Wachovia Securities, Inc., as specified by the
Company, and any successor firm or, if such firm is unwilling or unable to
select the Comparable Treasury


                                       15
<PAGE>

Issue, an independent investment banking institution of national standing
appointed by the Trustee after consultation with the Company.

         "Comparable Treasury Price" means with respect to any Redemption Date
for the Senior Notes (1) the average of the Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations.

         "Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Wachovia Securities, Inc., and three other primary U.S.
government securities dealers (each a "Primary Treasury Dealer"), as specified
by the Company; provided that (1) if any of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Wachovia Securities, Inc. or any Primary Treasury Dealer as
specified by the Company shall cease to be a Primary Treasury Dealer, the
Company will substitute therefor another Primary Treasury Dealer and (2) if the
Company fails to select a substitute within a reasonable period of time, then
the substitute will be a Primary Treasury Dealer selected by the Trustee after
consultation with the Company.

         "Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

         Notwithstanding Section 3.02 of the Original Indenture, the notice of
redemption with respect to the foregoing redemption need not set forth the
Redemption Price but only the manner of calculation thereof.

         The Company shall notify the Trustee of the Redemption Price with
respect to the foregoing redemption promptly after the calculation thereof. The
Trustee shall not be responsible for calculating said Redemption Price.

         If less than all of the Senior Notes are to be redeemed, the Trustee
will select the Senior Notes or portions of Senior Notes to be redeemed by such
method as the Trustee shall deem fair and appropriate. The Trustee may select
for redemption Senior Notes and portions of Senior Notes in amounts of whole
multiples of $1,000.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for


                                       16
<PAGE>

registration of transfer at the office or agency of the Company for such
purpose, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company or the Security Registrar and duly executed by,
the holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Senior Notes, of authorized denominations and of like tenor and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees. No service charge shall be made for any such exchange or
registration of transfer, but the Company will require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee, any Paying Agent and the Security Registrar of the Company
or the Trustee may deem and treat the Person in whose name this Note is
registered as the absolute owner hereof for all purposes, whether or not this
Note be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Security Registrar, and neither the Company nor
the Trustee nor any Paying Agent nor the Security Registrar shall be affected by
notice to the contrary.

         The Senior Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Senior Notes are
exchangeable for a like aggregate principal amount of Senior Notes of a
different authorized denomination, as requested by the holder surrendering the
same upon surrender of the Senior Note or Senior Notes to be exchanged at the
office or agency of the Company.

         No recourse shall be had for payment of the principal of or interest on
this Note, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture, against any incorporator, stockholder,
officer or director, past, present or future, as such, of the Company or of any
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and released.

         Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

         This Note shall be governed by, and construed in accordance with, the
internal laws of the state of New York.


                                       17
<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 under Uniform
                                    Gift to Minors Act

                                    -------------------------
                                    (State)

TEN ENT - 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 on the above list.

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

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
    (please insert Social Security or other identifying number of assignee)

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
--------------------------------------------------------------------------------

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

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

agent to transfer said Note on the books of the Company, with full power of
substitution in the premises.

Dated:                              --------------------------------------------
       ---------------
                                    --------------------------------------------
                                     NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of the within instrument in
                                    every particular without alteration or
                                    enlargement, or any change whatever.


                                       18
<PAGE>

                                    EXHIBIT B

                          CERTIFICATE OF AUTHENTICATION

         This is one of the 5.375% Senior Notes due December 15, 2012 referred
to in the within-mentioned Indenture.


                                                BANK ONE TRUST COMPANY, N.A.,
                                                as Trustee


                                                By:
                                                   -----------------------------
                                                   Authorized Officer