<PAGE>

                                                                    EXHIBIT 4.3

                                 METLIFE, INC.,
                                     ISSUER

                                       AND

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                 (AS SUCCESSOR TO BANK ONE TRUST COMPANY, N.A.)
                                     TRUSTEE

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

                          EIGHTH SUPPLEMENTAL INDENTURE

                            DATED AS OF JUNE 3, 2004

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

                                  $400,000,000

                               6.375% SENIOR NOTES

                                DUE JUNE 15, 2034

<PAGE>

                              TABLE OF CONTENTS(1)

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

                     6.375% SENIOR NOTES DUE JUNE 15, 2034

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 Eighth Supplemental
      Indenture and shall not have any bearing upon the interpretation of any of
      its terms or provisions.

                                       2
<PAGE>

      THIS EIGHTH SUPPLEMENTAL INDENTURE is made as of the 3rd day of June,
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 this Eighth 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 Eighth 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

                      6.375% SENIOR NOTES DUE JUNE 15, 2034

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 6.375% Senior Notes due
June 15, 2034 (the "2034 Senior Notes").

      There are to be authenticated and delivered 2034 Senior Notes, initially
limited in aggregate principal amount of $400,000,000, and no further 2034
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 2034

                                       3
<PAGE>

Senior Notes may be increased in the future, without the consent of the holders
of the 2034 Senior Notes, on the same terms and with the same CUSIP and ISIN
numbers as the 2034 Senior Notes. The 2034 Senior Notes shall be issued in fully
registered form.

      The 2034 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 2034 Senior Notes shall be The Depository Trust Company.

      The form of the Trustee's Certificate of Authentication for the 2034
Senior Notes shall be substantially in the form set forth in Exhibit B hereto.

      Each 2034 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 December 15, 2004.

      "Original Issue Date" means June 3, 2004.

      "Regular Record Date" means, with respect to each Interest Payment Date,
the close of business on the preceding May 31 or November 30, as the case may
be.

      "Stated Maturity" means June 15, 2034.

SECTION 1.03. Payment of Principal and Interest.

      The principal of the 2034 Senior Notes shall be due at Stated Maturity.
The unpaid principal amount of the 2034 Senior Notes shall bear interest at the
rate of 6.375% per year until paid or duly provided for. Interest shall be paid
semi-annually in arrears on each Interest Payment Date, commencing December 15,
2004, to the Person in whose name the 2034 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 2.03 of the Original
Indenture.

      Payments of interest on the 2034 Senior Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the 2034 Senior Notes shall be computed and paid on the basis of a
360-day year consisting of twelve 30-day

                                       4
<PAGE>

months. In the event that any date on which interest is payable on the 2034
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.

      Payment of the principal and interest due at the Stated Maturity of the
2034 Senior Notes shall be made upon surrender of the 2034 Senior Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the 2034
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 2034 Senior Notes may be issued in denominations of $2,000, or whole
multiples of $1,000 in excess of $2,000.

SECTION 1.05. Global Securities.

      The 2034 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, 2034 Senior Notes represented by
Global Securities will not be exchangeable for, and will not otherwise be
issuable as, 2034 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 2034 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 2034 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 2034 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 2034 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 2034 Senior Notes.

SECTION 1.08. Redemption at the Option of the Company.

      The 2034 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 2034 Senior Notes to be redeemed and (ii) an amount
equal to the sum of the present values of the remaining scheduled payments for
principal of and interest on the 2034 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 20 basis
points; plus in each case, accrued and unpaid interest on the 2034 Senior Notes
to be redeemed to, but excluding, 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 2034 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 2034 Senior Notes.

      "Independent Investment Banker" means any of Banc of America Securities
LLC 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.

      "Comparable Treasury Price" means with respect to any Redemption Date for
the 2034 Senior Notes (1) the average of the Reference Treasury Dealer
Quotations for such

                                       6
<PAGE>

Redemption Date, after excluding the highest and lowest of 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 Banc of America Securities LLC
and four other primary U.S. government securities dealers (each a "Primary
Treasury Dealer"), as specified by the Company; provided that (1) if any of Banc
of America Securities LLC 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 2034 Senior Notes are to be redeemed, the Trustee
shall select the 2034 Senior Notes or portions of the 2034 Senior Notes to be
redeemed by such method as the Trustee deems fair and appropriate. The Trustee
may select for redemption 2034 Senior Notes and portions of 2034 Senior Notes in
amounts of $2,000 and whole multiples of $1,000 in excess of $2,000.

                                   ARTICLE II

                            MISCELLANEOUS PROVISIONS

SECTION 2.01. Recitals by the Company.

      The recitals in this Eighth 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 2034 Senior Notes and of this
Eighth Supplemental Indenture as fully and with like effect as if set forth
herein in full.

                                       7
<PAGE>

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 Eighth Supplemental Indenture
shall be read, taken and construed as one and the same instrument.

SECTION 2.03. Executed in Counterparts.

         This Eighth 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: Senior Vice President and
                                                       Treasurer

                                            J.P. MORGAN TRUST COMPANY, NATIONAL
                                            ASSOCIATION

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

                                       9
<PAGE>

                                    EXHIBIT A

                  FORM OF 6.375% SENIOR NOTE DUE JUNE 15, 2034

      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.

                                      A-1
<PAGE>

No. ____                                                  CUSIP No. 59156RAJ7
                                                          ISIN No. US59156RAJ77

                                  METLIFE, INC.

                               6.375% Senior Note

                                Due June 15, 2034

<TABLE>
<S>                                 <C>
Principal Amount:                   $400,000,000

Regular Record Date:                with respect to each Interest Payment Date,
                                    the close of business on the preceding May
                                    31 or November 30, as the case may be

Original Issue Date:                June 3, 2004

Stated Maturity:                    June 15, 2034

Interest Payment Dates:             June 15 and December 15, commencing December
                                    15, 2004

Interest Rate:                      6.375% per year

Authorized Denomination:            $2,000
</TABLE>

      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 _________ ($_________) 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 December 15, 2004, 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
<PAGE>

      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 (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.

      Payment of the principal 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 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
<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 6.375% Senior Notes due June 15, 2034 referred to in
the within-mentioned Indenture.

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

                                             By: _________________________
                                                 Authorized Officer

                                      A-4
<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 Eighth
Supplemental Indenture, dated as of June 3, 2004 (the "Eighth 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 Senior Note is one of the series designated on the face
hereof as 6.375% Senior Notes due June 15, 2034 (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 $2,000 and whole multiples of $1,000
in excess of $2,000, 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.

                                      A-5
<PAGE>

      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.

      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, 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) an amount equal
to the sum of the present values of the remaining scheduled payments for
principal of 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 20 basis
points; plus in each case, accrued and unpaid interest on the Senior Notes to be
redeemed to, but excluding, 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.

                                      A-6
<PAGE>

      "Independent Investment Banker" means any of Banc of America Securities
LLC 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.

      "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 of 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 Banc of America Securities LLC
and four other primary U.S. government securities dealers (each a "Primary
Treasury Dealer"), as specified by the Company; provided that (1) if any of Banc
of America Securities LLC 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 deems fair and appropriate. The Trustee may select for
redemption Senior Notes and portions of Senior Notes in amounts of $2,000 and
whole multiples of $1,000 in excess of $2,000.

      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.

                                      A-7
<PAGE>

      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 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 $2,000 and whole multiples of $1,000 in excess of $2,000. 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.

      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.

                                      A-8
<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.

                                      A-9
<PAGE>

                                    EXHIBIT B

                          CERTIFICATE OF AUTHENTICATION

      This is one of the 6.375% Senior Notes due June 15, 2034 referred to in
the within-mentioned Indenture.

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

                                             By: ___________________________
                                                 Authorized Officer

                                       B-1