exv4w11






Exhibit 4.11



METLIFE, INC.,




Issuer




and




J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

(as successor to BANK ONE TRUST COMPANY, N.A.),




Trustee














ELEVENTH SUPPLEMENTAL INDENTURE




DATED AS OF DECEMBER 9, 2004














£350,000,000




5.375% Senior Notes




Due December 9, 2024




 









 






	 	 	 	 	 



TABLE OF CONTENTS1




	 	 	 	 	 	 	 
	 
	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	5.375% SENIOR NOTES DUE DECEMBER 9, 2024	 	 	 	 
	SECTION 1.01.
	 	Establishment	 	 	1	 
	SECTION 1.02.
	 	Definitions	 	 	2	 
	SECTION 1.03.
	 	Payment of Principal and Interest	 	 	3	 
	SECTION 1.04.
	 	Denominations	 	 	4	 
	SECTION 1.05.
	 	Global Securities	 	 	4	 
	SECTION 1.06.
	 	Transfer	 	 	5	 
	SECTION 1.07.
	 	Defeasance	 	 	5	 
	SECTION 1.08.
	 	Redemption at the Option of the Company	 	 	5	 
	SECTION 1.09.
	 	Notices	 	 	5	 
	 
	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	MATTERS RELATING TO SECURITIES DENOMINATED IN A FOREIGN CURRENCY	 	 	 	 
	SECTION 2.01.
	 	Currency Indemnity	 	 	6	 
	SECTION 2.02.
	 	Satisfaction and Discharge	 	 	6	 
	SECTION 2.03.
	 	Defeasance and Covenant Defeasance	 	 	7	 
	SECTION 2.04.
	 	Distributions	 	 	8	 
	SECTION 2.05.
	 	Undertakings	 	 	8	 
	SECTION 2.06.
	 	Conversion Event	 	 	8	 
	 
	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	MATTERS RELATING TO ADDITIONAL AMOUNTS	 	 	 	 
	SECTION 3.01.
	 	Additional Amounts	 	 	8	 
	 
	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	MISCELLANEOUS PROVISIONS	 	 	 	 
	SECTION 4.01.
	 	Recitals by the Company	 	 	9	 
	SECTION 4.02.
	 	Ratification and Incorporation of Original Indenture	 	 	9	 
	SECTION 4.03.
	 	Executed in Counterparts	 	 	9	 















	1	 	This Table of Contents does not constitute
part of the Eleventh Supplemental Indenture and shall not have any bearing on
the interpretation of any of its terms or provisions.






 










 





     THIS ELEVENTH SUPPLEMENTAL INDENTURE is made as of the 9th day of December, 2004, by and
between METLIFE, INC., a Delaware corporation (the “Company”), and J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION (as successor to Bank One Trust Company, N.A.), a national banking
corporation, as trustee (the “Trustee”, which term includes any successor 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 the this Eleventh 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 or 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 Original Indenture as at the time supplemented and modified; and



     WHEREAS, all things necessary to make this Eleventh 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 9, 2024




SECTION 1.01. Establishment.



     (a) 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 9, 2024 (the “2024 Senior
Notes”).



 









 





     (b) There are to be authenticated and delivered 2024 Senior Notes, initially limited in
aggregate principal amount of £350,000,000, and no further 2024 Senior Notes shall be authenticated
and delivered except as provided by Section 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original
Indenture; provided, however, that the aggregate principal amount of the 2024 Senior Notes may be
increased in the future, without the consent of the holders of the 2024 Senior Notes, on the same
terms and with the same ISIN number and Common Code as the initially issued 2024 Senior Notes. The
2024 Senior Notes shall be issued in fully registered form.



     (c) The 2024 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 “Form of 2024 Senior
Note”), registered in the name of Chase Nominees Limited, as nominee of the common depositary,
JPMorgan Chase Bank, N.A., London branch, for Clearstream Banking, societé anonyme Luxembourg; and
Euroclear Bank S.A./N.V., as more fully described in Section 1.05 of this Eleventh Supplemental
Indenture.



     (d) The form of the Trustee’s Certificate of Authentication for the 2024 Senior Notes shall be
substantially in the form set forth in Exhibit B hereto.



     (e) Each 2024 Senior Note shall be dated the date of authentication thereof and shall bear
interest from the Original Issue Date or from the most recent Interest Payment Date to which
interest has been paid or duly provided for.



SECTION 1.02. Definitions.



     (a) 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.



     “Additional Amounts” means any additional amounts which may be required by a 2024
Senior Note, under the circumstances specified herein or therein, to be paid by the Company in
respect of certain taxes, assessments or other governmental charges imposed on beneficial holders
specified therein and which are owing to such beneficial holders.



     “Conversion Event” means the cessation of use of (i) a Foreign Currency both by the
government of the country or the confederation which issued such Foreign Currency and for the
settlement of transactions by a central bank or other public institutions of or within the
international banking community or (ii) any currency unit or composite currency for the purposes
for which it was established.



     “Dollars” means a dollar or other equivalent unit of legal tender for payment of
public or private debts in the United States of America.



     “Foreign Currency” means, with respect to any payment, deposit or other transfer in
respect of principal (whether at the Stated Maturity of the 2024 Senior Notes, upon redemption, or
otherwise) of, premium, if any, or interest on, or Additional Amounts, if any, in respect of any
2024 Senior Note, Pounds Sterling or, if the United Kingdom adopts the euro as its lawful currency
in accordance with the Treaty establishing the European Communities, as amended from time to time,
euros.



2









 





     “Interest Payment Date” means December 9 of each year, commencing December 9, 2005.



     “Original Issue Date” means December 9, 2004.



     “Pounds Sterling” or “£” means the lawful currency of the United Kingdom.



     “Regular Record Date” means, with respect to each Interest Payment Date, the close of
business on the preceding November 30.



     “Stated Maturity” means December 9, 2024.



SECTION 1.03. Payment of Principal and Interest.



     (a) The principal of the 2024 Senior Notes shall be due at Stated Maturity. The unpaid
principal amount of the 2024 Senior Notes shall bear interest at the rate of 5.375% per year until
paid or duly provided for. Additional Amounts, if any, will also be payable in respect of the 2024
Senior Notes, as provided in Section 7 of the Form of 2024 Senior Note. Interest shall be paid
annually in arrears on each Interest Payment Date, commencing December 9, 2005, to the Persons in
whose names the 2024 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 Persons 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 2.03 of the Original Indenture.



     (b) Payments of interest on the 2024 Senior Notes will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for the 2024 Senior Notes shall
be computed and paid on an Actual/Actual (ISMA) day fraction basis. Actual/Actual (ISMA) means that
interest on the 2024 Senior Notes shall be calculated on the basis of (i) the actual number of days
in the period from and including the last Interest Payment Date (or the Original Issue Date with
respect to the first Interest Payment Date) to but excluding the date on which the Interest Payment
Date falls divided by (ii) the product of (x) the actual number of days in the period from and
including the last Interest Payment Date (or the Original Issue Date with respect to the first
Interest Payment Date) to but excluding the date on which the Interest Payment Date falls and (y)
the number of Interest Payment Dates per year.



     (c) In the event that any date on which interest is payable on the 2024 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 (and without any interest or other payment in respect of any
such delay), 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.



     For purposes of the foregoing, “Business Day” means any day, other than a day on which
federal or state banking institutions in London or the Borough of Manhattan, The City of New York,
are authorized or obligated by law, executive order or regulation to close.



3









 





     (d) The principal of and premium, if any, and interest on and Additional Amounts, if any,
payable in respect of the 2024 Senior Notes shall be payable in Pounds Sterling.



     (e) In accordance with Section 2.01(14) of the Original Indenture and for the purposes of the
definition of “Outstanding” in Section 1.01 of the Original Indenture, the principal amount of a
2024 Senior Note that shall be deemed Outstanding as of any date of calculation shall be the
equivalent in Dollars determined as of such calculation date by using the rate of exchange quoted
by Reuters at 10:00 a.m. (New York time) for spot purchases of Dollars with the Foreign Currency,
including any premiums payable and costs of exchange.



     (f) All payments of principal (and Redemption Price as defined in Section 6 of the Form of
2024 Senior Note, or Tax Redemption Price, as defined in Section 7(b) of the Form of 2024 Senior
Note, if any) of, interest on and Additional Amounts, if any, in respect of the 2024 Senior Notes
will be made upon surrender of the 2024 Senior Notes at the office or agency of J.P. Morgan Trust
Company, National Association which will be the U.S. Paying Agent in the Borough of Manhattan, The
City of New York, at the main office in London, England of JPMorgan Chase Bank, N.A., London branch
which will be the London Paying Agent and, for so long as the 2024 Senior Notes are listed on the
Irish Stock Exchange, at the main office in Dublin, Ireland, of J.P. Morgan Bank (Ireland) plc
which will be the Irish Paying Agent in Dublin, Ireland.



     (g) The principal of and interest on the 2024 Senior Notes shall be paid in such coin or
currency of the United Kingdom as at the time of payment is legal tender for payment of public and
private debts. Payments of interest (including interest and any Additional Amounts 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 Kingdom as may be designated in writing to the Trustee at least
15 days prior to the date for payment by the Person entitled thereto.



     (h) Pursuant to Sections 2.05(b) and 4.03 of the Original Indenture and Section 2.05 of this
Eleventh Supplemental Indenture, J.P. Morgan Trust Company, National Association will be the
registrar, U.S. paying agent and U.S. transfer agent for the 2024 Senior Notes, JPMorgan Chase
Bank, N.A., London branch will be the London paying agent and transfer agent for the 2024 Senior
Notes and J.P. Morgan Bank (Ireland) plc will be the Irish paying agent and transfer agent for the
2024 Senior Notes.



SECTION 1.04. Denominations.



     The 2024 Senior Notes may be issued in denominations of £50,000, or whole multiples of £1,000
in excess of £50,000.



SECTION 1.05. Global Securities.



     (a) The 2024 Senior Notes will be issued in the form of one or more Global Securities
registered in the name of Chase Nominees Limited, as nominee of the common depositary, JPMorgan
Chase Bank, N.A., London branch (the “Common Depositary”), for Clearstream Banking, societé
anonyme, Luxembourg, and Euroclear Bank S.A./N.V. Except



4









 







under the limited circumstances described below, 2024 Senior Notes represented by Global
Securities will not be exchangeable for, and will not otherwise be issuable as, 2024 Senior Notes
in definitive form. The Global Securities described above may not be transferred except by the
Common Depositary to a nominee of the Common Depositary or by a nominee of the Common Depositary or
the Common Depositary or another nominee of the Common Depository or to a successor Common
Depositary or its nominee.



     (b) Except as otherwise provided in this Eleventh Supplemental Indenture, 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 2024 Senior Note shall be exchangeable,
except for another Global Security of like denomination and tenor to be registered in the name of
the Common Depositary or its nominee or to a successor Common Depositary or its nominee. The
rights of holders of such Global Securities shall be exercised only through the Common Depositary.



     (c) A Global Security shall be exchangeable for 2024 Senior Notes registered in the names of
Persons other than the Common 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 preceding sentence
shall be exchangeable for 2024 Senior Notes registered in such names as the Common Depositary shall
direct.



SECTION 1.06. Transfer.



     No service charge will be made for any registration of transfer or exchange of 2024 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 2024
Senior Notes.



SECTION 1.08. Redemption at the Option of the Company.



     (a) The 2024 Senior Notes will be redeemable at the option of the Company, in whole at any
time or in part from time to time pursuant to Section 6 of the Form of 2024 Senior Note. The
Company may also redeem the 2024 Senior Notes upon the occurrence of certain tax events pursuant to
Section 7(b) of the Form of 2024 Senior Note.



     (b) Notwithstanding Section 3.02 of the Original Indenture, the notice of redemption with
respect to the redemption specified in Section 6 of the Form of 2024 Senior Note need not set forth
the redemption price, but only the manner of calculation thereof. Notices of redemption of 2024
Senior Notes shall state that payment of the redemption price of such Securities to be redeemed
shall be made at the offices or agencies of the Company set forth in Section 1.03(f) of this
Eleventh Supplemental Indenture and shall specify the ISIN No. and Common Code of such Securities.



SECTION 1.09. Notices.



5









 





     If the Company is required to give notice to the holders of the 2024 Senior Notes pursuant to
the terms of the Indenture, then it shall do so by the means and in the manner set forth in the
Original Indenture. In addition, the Trustee shall publish notices regarding the 2024 Senior Notes
in a daily newspaper of general circulation in The City of New York and in London and, for so long
as the 2024 Senior Notes are listed on the Irish Stock Exchange and the rules of such exchange
require notice by publication, in a daily newspaper of general circulation in Dublin, Ireland.
Initially, such publication shall be made in The City of New York in The Wall Street Journal, in
London in the Financial Times and in Ireland in the Irish Times. If publication in Dublin, Ireland
is not practical, the Trustee will publish notices in an English language newspaper of general
circulation elsewhere in Europe. Any such notice shall be deemed to have been given on the date of
publication or, if published more than once, on the date of the first publication. If publication
as described above becomes impossible, the Trustee may publish sufficient notice by alternative
means that approximate the terms and conditions described in this Section 1.09.



ARTICLE II




MATTERS RELATING TO SECURITIES DENOMINATED IN A FOREIGN CURRENCY




SECTION 2.01. Currency Indemnity.



     The Company agrees, to the fullest extent that it may effectively do so under applicable law,
that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium or interest, if any, on or Additional Amounts, if
any, in respect of, the 2024 Senior Notes (the “Required Currency”) into a currency in
which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the requisite amount of the Required Currency with the Judgment Currency on
the New York Banking Day preceding the day on which a final unappealable judgment is given and (b)
its obligations under the Indenture to make payments in the Required Currency (i) shall not be
satisfied or discharged by any tender, or any recovery pursuant to any judgment (whether or not
entered in accordance with clause (a)), in any currency other than the Required Currency, except to
the extent that such tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the purpose of recovering
in the Required Currency the amount, if any, by which such actual receipt shall fall short of the
full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under the Indenture. For purposes of the foregoing,
“New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The
City of New York or a day on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to be closed.



SECTION 2.02. Satisfaction and Discharge.



     Whenever a payment, deposit or transfer is required to be made under the Indenture in respect
of the 2024 Senior Notes, the Company’s obligation to make such payment, deposit or transfer shall
not be satisfied or discharged unless and until such payment, deposit or transfer



6









 







shall be made in the Foreign Currency in which the 2024 Senior Notes are then payable
including, without limitation, principal (whether at the Stated Maturity of the 2024 Senior Notes,
upon redemption or otherwise) of, premium, if any, and interest on, and Additional Amounts, if any,
in respect of any 2024 Senior Note.



SECTION 2.03. Defeasance and Covenant Defeasance.



     (a) Without limiting the provisions of Section 2.02 of this Eleventh Supplemental Indenture,
but subject to the provisions of subsection (b) of this Section 2.03, all deposits, if any, of
money made under Articles XI (Satisfaction and Discharge) and XIII (Defeasance and Covenant
Defeasance) of the Original Indenture shall be made by the Company in the Foreign Currency in which
the 2024 Senior Notes are then payable.



     (b) If, after a deposit referred to in Section 13.04(1) of the Original Indenture has been
made in respect of 2024 Senior Notes, a Conversion Event occurs in respect of the Foreign Currency
in which the deposit pursuant to Section 13.04(1) has been made, the indebtedness represented by
such 2024 Senior Notes shall be deemed to have been, and will be, fully satisfied and discharged
through the payment of the principal of (and premium, if any), and interest, if any, on, and
Additional Amounts, if any, with respect to, such Securities as the same becomes due out of the
proceeds yielded by converting the amount or other property deposited in respect of such Securities
into the Foreign Currency in which such Securities become payable as a result of such Conversion
Event based on the applicable market exchange rate for such Foreign Currency in effect (as nearly
as feasible) at the time of such Conversion Event.



     (c) The
term “Governmental Obligations”, when used with respect to the 2024 Senior Notes
shall mean securities that are (i) direct obligations of the United States of America or the other
government or governments or confederation or association of governments which issued the Foreign
Currency in which the principal of or any premium or interest on such Securities or any Additional
Amounts in respect thereof shall be payable, in each case for the payment or payments of which the
full faith and credit of such government or governments or confederation or association of
governments are pledged or (ii) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America or such other government or
governments or confederation or association of governments, in each case the timely payment or
payments of which are unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government or governments or confederation or association of
governments, and which, in the case of (i) or (ii), are not callable or redeemable at the option of
the issuer or issuers thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to
any such Governmental Obligation or a specific payment of principal of, or interest on, or other
amount with respect to any such Governmental Obligation held by such custodian for the account of the
holder of a depository receipt; provided, however, that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the
Governmental Obligation or the
specific payment of principal of, or interest on or other amount with
respect to the Governmental
Obligation evidenced by such depository receipt.



7









 





SECTION 2.04. Distributions.



     Whenever the Indenture provides for distributions to holders of Securities, any amount in
respect of any 2024 Senior Note denominated in a Foreign Currency shall be treated for any such
distribution as the equivalent in Dollars determined as of the record date with respect to such
2024 Senior Notes for such distribution (or if there is no applicable record date, such other date
reasonably proximate to the date of such distribution) by using the rate of exchange quoted by
Reuters at 10:00 a.m. (New York time) for spot purchases of Dollars with the Foreign Currency,
including any premiums payable and costs of exchange.



SECTION 2.05. Undertakings.



     (a) If the 2024 Senior Notes are listed on the Irish Stock Exchange and such stock exchange
shall so require, the Company will maintain a Paying Agent for such Securities in Dublin, Ireland,
or any other required city located in Ireland, for so long as such Securities are listed on such
exchange and, subject to any laws or regulations applicable thereto, in a Place of Payment for such
Securities located in Ireland, an office for registration of transfer or exchange of such
Securities.



     (b) J.P. Morgan Trust Company, National Association is hereby appointed the Calculation Agent
in respect of the 2024 Senior Notes. As long as the 2024 Senior Notes are subject to redemption at
the option of the Company pursuant to Section 6 of the Form of 2024 Senior Note, the Company shall
maintain a Calculation Agent for such Securities to perform the duties described in said Section 6.



SECTION 2.06. Conversion Event.



     If at any time prior to the maturity of the 2024 Senior Notes, there is a Conversion Event
such that the United Kingdom adopts the euro as its lawful currency in accordance with the Treaty
establishing the European Communities, as amended from time to time, the 2024 Senior Notes shall be
re-denominated into euro, the regulations of the European Commission relating to the euro shall
apply to the 2024 Senior Notes and the references in, and obligations arising under, the Indenture
expressed in Pounds Sterling shall be translated into euro at the official rate of exchange
recognized for that purpose by the Bank of England on the date of such Conversion Event or such
other date reasonably proximate to such Conversion Event.



ARTICLE III




MATTERS RELATING TO ADDITIONAL AMOUNTS




SECTION 3.01. Additional Amounts.



     For the purposes of the Original Indenture, as supplemented by this Eleventh Supplemental
Indenture, all references in the Indenture and the 2024 Senior Notes to interest payable on the
2024 Senior Notes shall be deemed to include references to Additional Amounts, if any, payable in
respect of the 2024 Senior Notes.



8









 





ARTICLE IV




MISCELLANEOUS PROVISIONS




SECTION 4.01. Recitals by the Company.



     The recitals in this Eleventh 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 applicable in respect of
the 2024 Senior Notes and of this Eleventh Supplemental Indenture as fully and with like effect as
if set forth herein in full.



SECTION 4.02. 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 Eleventh Supplemental Indenture shall be read, taken and construed
as one and the same instrument.



SECTION 4.03. Executed in Counterparts.



     This Eleventh 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.



9









 





     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:  	Senior Vice President and Treasurer 	 
	 
	 	J.P. MORGAN TRUST COMPANY, NATIONAL

ASSOCIATION

 	 
	 	By:  	/s/
J. Michael Banas	 
	 	 	Name:  	J. Michael Banas 	 
	 	 	Title:  	Vice President 	 
	 





10










 





EXHIBIT A




Form of 5.375% Senior Note Due December 9, 2024




     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 CLEARSTREAM
BANKING, SOCIETÉ ANONYME LUXEMBOURG (“CLEARSTREAM”) OR EUROCLEAR BANK S.A./N.V.
(“EUROCLEAR”) TO METLIFE, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CHASE NOMINEES LIMITED, AS NOMINEE
OF THE COMMON DEPOSITARY, JPMORGAN CHASE BANK, N.A., LONDON BRANCH (THE “COMMON
DEPOSITARY”) OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
CLEARSTREAM OR EUROCLEAR (AND ANY PAYMENT IS MADE TO CHASE NOMINEES LIMITED OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CLEARSTREAM OR EUROCLEAR), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CHASE NOMINEES LIMITED, HAS AN INTEREST HEREIN.



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



A-1









 





			
	No.           
	 	ISIN No.: XS0207636712







Common Code: 020763671



METLIFE, INC.

5.375% Senior Note

Due December 9, 2024




	 	 	 
	Principal Amount:

	 	£                     
 

	Regular Record Date:

	 	With respect to each Interest Payment Date, the close of business on the preceding November 30 


	Original Issue Date:

	 	December 9, 2004 


	Stated Maturity:

	 	December 9, 2024 


	Interest Payment Date:

	 	December 9, commencing December 9, 2005 


	Interest Rate:

	 	5.375% per year 


	Authorized Denomination:

	 	£50,000







     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           , or registered assigns, the principal sum of            POUNDS
STERLING (£          ) 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, annually in arrears on each Interest Payment Date as specified
above, commencing on December 9, 2005, 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 2.03 of the Original Indenture.



A-2









 





     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 an
Actual/Actual (ISMA) day fraction basis. Actual/Actual (ISMA) means that interest on this Note
shall be calculated on the basis of (a) the actual number of days in the period from and including
the last Interest Payment Date (or the Original Issue Date with respect to the first Interest
Payment Date) to but excluding the date on which the Interest Payment Date falls divided by (b) the
product of (x) the actual number of days in the period from and including the last Interest Payment
Date (or the Original Issue Date with respect to the first Interest Payment Date) to but excluding
the date on which the Interest Payment Date falls and (y) the number of Interest Payment Dates per
year. 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 (and without any interest or other payment in respect of any such delay), 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. The term “Business Day” means any day, other than
a day on which federal or state banking institutions in London or the Borough of Manhattan, The
City of New York, are authorized or obligated by law, executive order or regulation to close.



     Payment of the principal and interest due at the Stated Maturity of this Note shall be made
upon surrender of this Note at the office or agency of any of the U.S. Paying Agent (as defined
herein) in the Borough of Manhattan, The City of New York, the London Paying Agent (as defined
herein) in London and, for so long as the Notes are listed on the Irish Stock Exchange, the Irish
Paying Agent (as defined herein) in Dublin, Ireland. The principal of and interest on this Note
shall be paid in such coin or currency of the United Kingdom 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 Kingdom 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 herein) will be unsecured obligations of the Company and will
rank equally in right of payment with all of the other unsecured, unsubordinated indebtedness of
the Company from time to time 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.



A-3









 





     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 9, 2024 referred to in the
within-mentioned Indenture.


	 	 	 	 	 
	 	J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 





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(Reverse Side of Note)




     1. This Note is one of a duly authorized series 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 Eleventh Supplemental Indenture dated as of December 9,
2004 (the “Eleventh Supplemental Indenture”) and, together with the Original Indenture, the
“Indenture”), between the Company and J.P. Morgan Trust Company, National Association (as
successor to 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 Note is one of the series designated on the face hereof as 5.375% Senior Notes
due December 9, 2024 (the “Senior Notes”), initially limited in aggregate principal amount
of £350,000,000; 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 ISIN number and Common Code as the Senior Notes. Capitalized terms used herein
for which no definition is provided herein shall have the meanings set forth in the Indenture.



     2. 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 Common Depositary notifies the Company that it is unwilling or unable to continue as
Common Depositary for this Note, 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
£50,000 and any whole multiples of £1,000 in excess of £50,000, 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.



     3. 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.



     4. 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



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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.



     5. 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.



     6. (a) The Senior Notes will be redeemable, at the option of the Company, in whole at any time
or in part from time to 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) as determined by the Calculation Agent, the price at which the yield
on the Outstanding principal amount of the Senior Notes on the Reference Date is equal to the yield
on the Benchmark Gilt as of that date as determined by reference to the middle-market price on the
Benchmark Gilt at 3:00 p.m., London time, on that date, plus, in each case, accrued and unpaid
interest on the Senior Notes to be redeemed to, but excluding, the Redemption Date.



     “Benchmark Gilt” means the 5% Treasury Stock due March 7, 2025 or such other U.K.
government stock as the Calculation Agent, with the advice of three brokers and/or U.K. gilt-edged
market makers or three other persons operating in the U.K. gilt-edged market that may be chosen by
the Calculation Agent, may determine from time to time to be the most appropriate benchmark U.K.
government stock for the Senior Notes.



     “Calculation Agent” means J.P. Morgan Trust Company, National Association, or any
successor entity.



     “Reference Date” means the date that is the first dealing day in London prior to the
publication of the notice of redemption referred to in Section 6(b) below.



     (b) Not less than 30 days but not more than 90 days before the Redemption Date, notice of any
redemption will be mailed to each holder of the Senior Notes to be redeemed and published as
provided in Section 12 hereof.



     (c) If less than all the Senior Notes at the time Outstanding are to be redeemed, the Trustee
will select the Senior Notes or portions of Senior Notes to be redeemed in compliance with the
rules and requirements of the Irish Stock Exchange or the principal securities exchange, if any, on
which the Senior Notes are listed, or, if the Senior Notes are not so listed or that exchange
prescribes no method of selection, by such method as the Trustee deems fair and appropriate. If
this Note is to be redeemed in part only, the notice of redemption relating to this



A-6









 







Note will state the portion of the principal amount hereof to be redeemed. A new Senior Note
in principal amount equal to the unredeemed portion hereof shall be issued and delivered to the
Trustee, or its nominee, upon cancellation of this Note. The Trustee may select for redemption
Senior Notes and portions of Senior Notes in amounts of £50,000 and whole multiples of £1,000 in
excess of £50,000.



     (d) Unless the Company defaults in payment of the Redemption Price of the Senior Notes, on and
after the Redemption Date interest shall cease to accrue on this Note or the portion hereof called
for redemption.



     (e) On or before the opening of business on any Redemption Date, the Company shall deposit
with the Trustee or with the U.S. Paying Agent (as defined herein), the London Paying Agent (as
defined herein) or the Irish Paying Agent (as defined herein) or, if the Company is acting as its
own paying agent, segregate and hold in trust as provided in the Original Indenture, an amount of
money sufficient to pay the Redemption Price of, and except if the Redemption Date shall be an
Interest Payment Date, accrued but unpaid interest on, the Senior Notes to be redeemed on the
Redemption Date.



     7. (a) The Company shall pay to the beneficial owner of this Note who is a Non-U.S. Person (as
defined below) such additional amounts as may be necessary so that every net payment of principal
of and interest on this Note to such beneficial owner, after deduction or withholding for or on
account of any present or future tax, assessment or other governmental charge imposed upon such
beneficial owner by the United States of America or any taxing authority thereof or therein, will
not be less than the amount provided in this Note to be then due and payable (such amounts, the
“Additional Amounts”); provided, however, that the Company shall not be required to
make any payment of Additional Amounts for or on account of:




     (i) any tax, assessment or other governmental charge that would not have been imposed
but for (A) the existence of any present or former connection between such beneficial owner,
or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a
power over, such beneficial owner, if such beneficial owner is an estate, trust, partnership
or corporation, and the United States including, without limitation, such beneficial owner,
or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having
been a citizen or resident of the United States of America or treated as a resident thereof
or being or having been engaged in trade or business or present in the United States of
America, or (B) the presentation of this Note for payment on a date more than 30 days after
the later of (x) the date on which such payment becomes due and payable and (y) the date on
which payment thereof is duly provided for;




     (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or
similar tax, assessment or other governmental charge;




     (iii) any tax, assessment or other governmental charge imposed by reason of such
beneficial owner’s past or present status as a passive foreign investment company, a
controlled foreign corporation, a personal holding company or foreign personal holding
company with respect to the United States of America, or as a corporation which accumulates
earnings to avoid United States federal income tax;



A-7









 






     (iv) any tax, assessment or other governmental charge which is payable otherwise than by
withholding from payment of principal of or interest on this Note;




     (v) any tax, assessment or other governmental charge required to be withheld by any
paying agent from any payment of principal of or interest on this Note if that payment can be
made without withholding by any other paying agent;




     (vi) any tax, assessment or other governmental charge which would not have been imposed
but for the failure to comply with certification, information, documentation or other
reporting requirements concerning the nationality, residence, identity or connections with
the United States of America of the beneficial owner or any holder of this Note, if such
compliance is required by statute or by regulation of the U.S. Treasury Department as a
precondition to relief or exemption from such tax, assessment or other governmental charge;




     (vii) any tax, assessment or other governmental charge imposed on interest received by
(A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code
of 1986, as amended (the “Code”), and the regulations that may be promulgated
thereunder) of the Company or (B) a controlled foreign corporation with respect to the
Company within the meaning of the Code;




     (viii) any withholding or deduction that is imposed on a payment to an individual and is
required to be made pursuant to that European Union Directive relating to the taxation of
savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs
Council, or any law implementing or complying with, or introduced in order to conform to,
such Directive; or




     (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in
this Section 7(a);


nor shall any Additional Amounts be paid to any beneficial owner or holder of this Note who is a
fiduciary or partnership to the extent that a beneficiary or settlor with respect to that
fiduciary, or a member of such partnership or a beneficial owner thereof would not have been
entitled to the payment of those Additional Amounts had that beneficiary, settlor, member or
beneficial owner been the beneficial owner of this Note.




     “Non-U.S. Person” means any corporation, partnership, individual or fiduciary that is,
as to the United States of America, a foreign corporation, a non-resident alien individual who has
not made a valid election to be treated as a United States resident, a non-resident fiduciary of a
foreign estate or trust, or a foreign partnership one or more of the members of which is, as to the
United States of America, a foreign corporation, a non-resident alien individual or a non-resident
fiduciary of a foreign estate or trust.



     (b) The Senior Notes may be redeemed at the option of the Company in whole, but not in part,
on a date (such date, the “Tax Redemption Date”) to be fixed by the Company upon at least
30 days, but not more than 90 days’ notice, at a redemption price equal to 100% of the principal
amount of the Senior Notes (the “Tax Redemption Price”) plus accrued but unpaid interest,
if any, thereon, if the Company determines that as a result of any change in or amendment



A-8









 







to the laws, treaties, regulations or rulings of the United States of America or any political
subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations
or rulings, or any change in the official application, enforcement or interpretation of such laws,
treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the
United States of America, or any other action (except for an action predicated on law generally
known on or before December 1, 2004 but excluding proposals before the U.S. Congress before such
date) taken by any taxing authority or a court of competent jurisdiction in the United States of
America, or the official proposal of any such action, whether or not such action or proposal was
taken or made with respect to the Company, (1) the Company has or will become obligated to pay
Additional Amounts or (2) there is a substantial possibility that the Company will be required to
pay such Additional Amounts.



     Prior to the publication of any notice of redemption pursuant to Section 12 hereof, the
Company shall deliver to the Trustee (1) an Officers’ Certificate stating that the Company is
entitled to effect such redemption and setting forth a statement of facts showing that the
conditions precedent to the rights of the Company to so redeem have occurred and (2) an Opinion of
Counsel (who shall not be an employee of the Company) to such effect based on such statement of
facts.



     If the Company elects to redeem the Senior Notes pursuant to this Section 7(b), then it shall
give notice to the holders pursuant to Section 12 hereof.



     On or before the opening of business on any Tax Redemption Date, the Company shall deposit
with the Trustee or with the U.S. Paying Agent, London Paying Agent or the Irish Paying Agent or,
if the Company is acting as its own paying agent, segregate and hold in trust as provided in the
Original Indenture, an amount of money sufficient to pay the Tax Redemption Price of, and except if
such Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the
Senior Notes to be redeemed on such Tax Redemption Date.



     The notice of redemption having been given as specified above, the Senior Notes shall, on the
Tax Redemption Date, become due and payable at the Tax Redemption Price, and from and after such
date, unless the Company shall default in the payment of the Tax Redemption Price and accrued but
unpaid interest, if any, the Senior Notes shall cease to bear interest. Upon surrender of the
Senior Notes for redemption in accordance with such notice, the Notes shall be paid by the Company
at the Tax Redemption Price, together with accrued but unpaid interest, if any, to the Tax
Redemption Date.



     8. If, prior to the maturity of the Senior Notes, the United Kingdom adopts the euro as its
lawful currency in accordance with the Treaty establishing the European Communities, as amended
from time to time, the Senior Notes will be re-denominated into euro, and the regulations of the
European Commission relating to the euro shall apply to the Senior Notes.



     9. 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.



A-9









 





     10. (a) As provided herein and in the Indenture and subject to certain limitations herein and
therein set forth, the transfer of this Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer or exchange either at the office or agency to
be designated and maintained by the Company for such purpose in the Borough of Manhattan, The City
of New York or in London or, so long as the Notes are listed on the Irish Stock Exchange, in
Dublin, Ireland, or at any of such other offices or agencies as may be designated and maintained by
the Company for such purpose pursuant to the provisions of the Indenture, 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.



     (b) Prior to due presentment of this Note for registration of transfer, the Company, the
Trustee, and any agent of the Company or of the Trustee may deem and treat the Person in whose name
this Note is registered as the absolute owner of this Note (whether or not the Senior Notes shall
be overdue and notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Security Registrar), for the purpose of receiving payments hereon, or on account
hereof, and for all other purposes, and neither the Company nor the Trustee nor any agent of the
Company or of the Trustee shall be affected by any notice to the contrary. All such payments made
to or upon the order of such holder shall, to the extent of the amount or amounts paid, effectually
satisfy and discharge liability for moneys payable on this Note.



     (c) The Senior Notes are issuable only in registered form without coupons in denominations of
£50,000 and whole multiples of £1,000 in excess of £50,000. 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.



     (d) Notwithstanding the preceding paragraphs of this Section 10, any registration of transfer
or exchange of a Global Note shall be subject to the terms of the legend appearing on the initial
page thereof.



     11. J.P. Morgan Trust Company, National Association is hereby appointed the registrar for the
purpose of registering the Senior Notes and transfers and exchanges of the Senior Notes pursuant to
the Indenture and this Note (the “Security Registrar”), paying agent pursuant to Section
4.03 of the Original Indenture (the “U.S. Paying Agent”) and transfer agent (the “U.S.
Transfer Agent”) with respect to the Senior Notes in the United States at its offices in the
Borough of Manhattan, The City of New York.



     JPMorgan Chase Bank, N.A., London branch is hereby appointed paying agent pursuant to Section
4.03 of the Original Indenture (the “London Paying Agent”) and transfer agent (the
“London Transfer Agent”) with respect to the Senior Notes in the United Kingdom at its
offices in London.



A-10









 





     J.P. Morgan Bank (Ireland) plc has been appointed, in connection with the listing of the
Senior Notes on the Irish Stock Exchange, the paying agent pursuant to Section 4.03 of the Original
Indenture (the “Irish Paying Agent”), and the transfer agent (the “Irish Transfer
Agent”) with respect to the Senior Notes in Ireland.



     If for any reason J.P. Morgan Bank (Ireland) plc shall not continue as Irish Paying Agent or
Irish Transfer Agent and the Senior Notes remain listed on the Irish Stock Exchange, the Company
shall appoint a substitute Irish Paying Agent or Irish Transfer Agent, as the case may be, with an
office in Ireland, in accordance with the rules then in effect of the Irish Stock Exchange and the
provisions of the Indenture, including Section 2.05 of the Eleventh Supplemental Indenture, and the
Senior Notes. Following the appointment of the substitute Irish Paying Agent or Irish Transfer
Agent, as the case may be, the Company shall give the holders of the Senior Notes notice of such
appointment pursuant to Section 12 hereof.



     12. If the Company is required to give notice to the holders of the Senior Notes pursuant to
the terms of the Indenture, then it shall do so by the means and in the manner set forth in the
Original Indenture.



     In addition, the Trustee shall publish notices regarding the Senior Notes in a daily newspaper
of general circulation in The City of New York and in London and, for so long as the Senior Notes
are listed on the Irish Stock Exchange and the rules of such exchange require notice by
publication, in a daily newspaper of general circulation in Dublin, Ireland. Initially, such
publication shall be made in The City of New York in The Wall Street Journal, in London in the
Financial Times and in Ireland in the Irish Times. If publication in Dublin, Ireland is not
practical, the Trustee will publish notices in an English language newspaper of general circulation
elsewhere in Europe. Any such notice shall be deemed to have been given on the date of publication
or, if published more than once, on the date of the first publication. If publication as described
above becomes impossible, the Trustee may publish sufficient notice by alternative means that
approximate the terms and conditions described in this Section 12.



     13. 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.



     14. 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.



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



A-11









 





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













A-12









 




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.







A-13









 





EXHIBIT B




CERTIFICATE OF AUTHENTICATION




     This is one of the 5.375% Senior Notes due December 9, 2024 referred to in the
within-mentioned Indenture.


	 	 	 	 	 
	 	J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 




A-14