<PAGE>   1
                                                                     EXHIBIT 4.2

                                 [FACE OF NOTE]

THIS NOTE IS NOT GUARANTEED BY THE UNITED STATES AND DOES NOT CONSTITUTE A DEBT
OR OBLIGATION OF THE UNITED STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

<TABLE>
<CAPTION>

REGISTERED                                   CUSIP No.:                                    PRINCIPAL AMOUNT:
No. FXR-__
                                             -----------------------------                 -----------------

                                           NATIONAL CONSUMER COOPERATIVE BANK

                                            MEDIUM-TERM SENIOR NOTE, SERIES B
                                                       (FIXED RATE)

<S>                                          <C>                                           <C>
ORIGINAL ISSUE DATE:                         INTEREST RATE:    %                           STATED MATURITY
                                                                                           DATE:


INTEREST PAYMENT DATE(S)                     [ ] CHECK IF ORIGINAL ISSUE                   INITIAL REDEMPTION
[ ] May 1 and November 1                         DISCOUNT NOTE                             DATE:
[ ] Other:                                            Issue Price: %




INITIAL REDEMPTION                           ANNUAL REDEMPTION                             OPTIONAL REPAYMENT
PERCENTAGE:    %                             PERCENTAGE REDUCTION:                         DATE(S):


SPECIFIED CURRENCY:                          AUTHORIZED DENOMINATION                       EXCHANGE RATE
[ ] United States dollars                    (if other than $1,000 and integral            AGENT:
[ ] Other:                                   multiples thereof):


REGULAR RECORD DATE(S)                       ADDENDUM ATTACHED                             OTHER/ADDITIONAL PROVISIONS:
(If other than April 15 and October 15):     [  ]YES                                       [ ] Yes
                                             [  ]NO                                        [ ] No
</TABLE>

<PAGE>   2


     National Consumer Cooperative Bank, a corporation duly organized and
existing under the laws of the United States (the "Issuer", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & Co., or registered assigns, the
Principal Amount of      , on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined on the reverse hereof, or any
earlier date of acceleration of maturity) (each such date being hereinafter
referred to as the "Maturity Date" with respect to the principal repayable on
such date) and to pay interest thereon (and on any overdue principal, premium
and/or interest to the extent legally enforceable) at the Interest Rate per
annum specified above, until the principal hereof is paid or duly made available
for payment. The Issuer will pay interest in arrears on each Interest Payment
Date, if any, specified above (each, an "Interest Payment Date"), commencing
with the first Interest Payment Date next succeeding the Original Issue Date
specified above, and on the Maturity Date; provided, however, that if the
Original Issue Date occurs between a Regular Record Date (as defined below) and
the next succeeding Interest Payment Date, interest payments will commence on
the second Interest Payment Date next succeeding the Original Issue Date to the
registered holder (the "Holder") of this Note on the Regular Record Date with
respect to such second Interest Payment Date. Interest on this Note will be
computed on the basis of a 360-day year of twelve 30-day months.

     Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes, as defined
on the reverse hereof) is registered at the close of business on the April 15
and October 15 (whether or not a Business Day, as defined below), as the case
may be, immediately preceding such Interest Payment Date (unless otherwise
specified on the face hereof) (the "Regular Record Date"); provided, however,
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease
to be payable to the Holder on the close of business on any Regular Record Date
and, instead, shall be paid to the person in whose name this Note is registered
at the close of business on a Special Record Date (the "Special Record Date")
for the payment of such Defaulted Interest to be fixed by the Trustee
hereinafter referred to, notice whereof shall be given to the Holder of this
Note by the Trustee not less than 10 calendar days prior to such Special Record
Date or may be paid at any time in any other lawful manner, all as more fully
provided for in the Indenture.

     Payment of principal, premium, if any, and interest in respect of this Note
due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, upon delivery of a duly completed election form as
contemplated on the reverse hereof) at the office or agency maintained by the
Issuer for that purpose in the Borough of Manhattan, The City of New York,
currently the office of Bank One Trust Company, N.A. (the "Trustee") located at
14 Wall St., 8th


                                       2
<PAGE>   3

Floor, New York, New York 10005, or at such other paying agency in the Borough
of Manhattan, The City of New York, as the Issuer may determine; provided,
however, that if the Specified Currency specified above is other than United
States dollars and such payment is to be made in the Specified Currency in
accordance with the provisions set forth below, such payment will be made by
wire transfer of immediately available funds to an account with a bank
designated by the Holder hereof at least 15 calendar days prior to the Maturity
Date, provided that such bank has appropriate facilities therefor and that this
Note (and, if applicable, a duly completed repayment election form) is presented
and surrendered at the aforementioned office or agency maintained by the Issuer
in time for the Trustee to make such payment in such funds in accordance with
its normal procedures. Payment of interest due on any Interest Payment Date
other than the Maturity Date will be made at the aforementioned office or agency
maintained by the Issuer or, at the option of the Issuer, by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security Register maintained by the Trustee; provided, however, that a Holder of
U.S.$10,000,000 (or, if the Specified Currency is other than United States
dollars, the equivalent thereof in the Specified Currency) or more in aggregate
principal amount of Notes (whether having identical or different terms and
provisions) will be entitled to receive interest payments on such Interest
Payment Date by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by the Trustee not less than
15 calendar days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Holder.

     If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if made on the date such payment was due, and no interest shall
accrue with respect to such payment for the period from and after such Interest
Payment Date or the Maturity Date, as the case may be, to the date of such
payment on the next succeeding Business Day.

     As used herein, "Business Day" means any day other than a Saturday, Sunday
or other day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to close;
provided, however, that if the Specified Currency is other than United States
dollars, such day is also a Business Day in the Principal Financial Center (as
defined below) of the country issuing the Specified Currency (or, if the
Specified Currency is Euro, such day is also a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open).
"Principal Financial Center" means the capital city of the country issuing the
Specified Currency except that with respect to United States dollars, Australian
dollars, Deutsche marks, Dutch guilders, Italian lire and Swiss francs, the
"Principal Financial Center" shall be The City of New York, Melbourne,
Frankfurt, Amsterdam, Milan, London and Zurich, respectively.

     The Issuer is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in the Specified Currency or, (i) if such
Specified Currency (other than Euro) is not at the time of such payment legal
tender for the payment of public and private debts in the relevant country, in
such other coin or currency of such country which as at the time of such payment
is legal tender for the payment of such debts or (ii) if such Specified Currency
is Euro, in such other coin or currency which at the time of payment is then
legal tender in the member

                                       3
<PAGE>   4

states of the European Union that have adopted the single currency in
accordance with the Treaty establishing the European Community, as amended by
the Treaty on European Union. If the Specified Currency is other than United
States dollars, except as otherwise provided below, any such amounts so payable
by the Issuer will be converted by the Exchange Rate Agent specified above into
United States dollars for payment to the Holder of this Note.

     If the Specified Currency is other than United States dollars, the Holder
of this Note may elect to receive any amounts payable hereunder in such
Specified Currency. If the Holder of this Note shall not have duly made an
election to receive all or a specified portion of any payment of principal,
premium, if any, and/or interest in respect of this Note in the Specified
Currency, any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on
the second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent
or an Agent) selected by the Exchange Rate Agent and approved by the Issuer for
the purchase by the quoting dealer of the Specified Currency for United States
dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all Holders of Notes scheduled to receive United
States dollar payments and at which the applicable dealer commits to execute a
contract. If three such bid quotations are not available, payments on this Note
will be made in the Specified Currency. All currency exchange costs will be
borne by the Holder of this Note by deductions from such payments.

     If the Specified Currency is other than United States dollars, the Holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect of this Note in the
Specified Currency by submitting a written request for such payment to the
Trustee at its corporate trust office on or prior to the applicable Regular
Record Date or at least 15 calendar days prior to the Maturity Date, as the case
may be. Such written request may be mailed or hand delivered or sent by cable,
telex or other form of facsimile transmission. The Holder of this Note may elect
to receive all or a specified portion of all future payments in the Specified
Currency in respect of such principal, premium, if any, and/or interest and need
not file a separate election for each payment. Such election will remain in
effect until revoked by written notice to the Trustee, but written notice of any
such revocation must be received by the Trustee on or prior to the applicable
Regular Record Date or at least 15 calendar days prior to the Maturity Date, as
the case may be.

     If the Specified Currency is other than United States dollars and the
Holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, but the Specified Currency is
not available due to the imposition of exchange controls or other circumstances
beyond the control of the Issuer, the Issuer will be entitled to satisfy its
obligations to the Holder of this Note by making such payment in United States
dollars on the basis of the Market Exchange Rate (as defined below) determined
by the Exchange Rate Agent on the second Business Day prior to such payment date
or, if such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate or as otherwise specified in the Pricing
Supplement applicable to this Note. The "Market Exchange Rate" for the Specified
Currency means the noon dollar buying rate in The City of New York for cable

                                       4
<PAGE>   5

transfers for the Specified Currency as certified for customs purposes (or, if
not so certified, as otherwise determined) by the Federal Reserve Bank of New
York. Any payment made in United States dollars under such circumstances shall
not constitute an Event of Default (as defined in the Indenture).

     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.

     The Issuer agrees to indemnify the Holder of this Note against any loss
incurred by such Holder as a result of any judgment or order being given or made
against the Issuer for any amount due hereunder and such judgment or order
requiring payment in a currency (the "Judgment Currency") other than the
Specified Currency, and as a result of any variation between (i) the rate of
exchange at which the Specified Currency amount is converted into the Judgment
Currency for the purpose of such judgment or order, and (ii) the rate of
exchange at which such Holder, on the date of payment of such judgment or order,
is able to purchase the Specified Currency with the amount of the Judgment
Currency actually received by such Holder, as the case may be. The foregoing
indemnity constitutes a separate and independent obligation of the Issuer and
continues in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "rate of exchange" includes any premiums and costs of
exchange payable in connection with the purchase of, or conversion into, the
relevant currency.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall have the same force and effect as if set
forth on the face hereof.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".

     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.




                                       5
<PAGE>   6




     IN WITNESS WHEREOF, National Consumer Cooperative Bank has caused this Note
to be duly executed by one of its duly authorized officers.

                       NATIONAL CONSUMER COOPERATIVE BANK

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

Dated:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of
the series designated therein referred
to in the within-mentioned Indenture.

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

By
  ----------------------------------
            Authorized Signatory




                                       6
<PAGE>   7




                       NATIONAL CONSUMER COOPERATIVE BANK

                        MEDIUM-TERM SENIOR NOTE, SERIES B
                                  (FIXED RATE)

     This Note is one of a duly authorized series of Securities (the
"Securities") of the Issuer issued and to be issued under an Indenture, dated as
of January 15, 1997, as amended, modified or supplemented from time to time (the
"Indenture"), between the Issuer and Bank One Trust Company, N.A. (as success
trustee to The First National Bank of Chicago), as trustee (the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Note is one of the series of Securities designated as "Medium-Term Senior Notes,
Series B" (the "Notes"). All terms used but not defined in this Note or in an
Addendum hereto shall have the meanings assigned to such terms in the Indenture
or on the face hereof, as the case may be.

     This Note is issuable only in registered form without coupons in minimum
denominations of U.S. $1,000 and integral multiples thereof or other Authorized
Denomination specified on the face hereof.

     This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Maturity Date.

     This Note will be subject to redemption at the option of the Issuer on any
date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S. $1,000 or
other integral multiple of an Authorized Denomination (provided that any
remaining principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(the "Redemption Date"), on written notice given to the Holder hereof (in
accordance with the provisions of the Indenture) not more than 60 nor less than
30 calendar days prior to the Redemption Date. The "Redemption Price" shall be
the Initial Redemption Percentage specified on the face hereof (as adjusted by
the Annual Redemption Percentage Reduction, if any, specified on the face hereof
as set forth below) multiplied by the unpaid principal amount of this Note to be
redeemed. The Initial Redemption Percentage shall decline at each anniversary of
the Initial Redemption Date by the Annual Redemption Percentage Reduction, if
any, until the Redemption Price is 100% of unpaid principal amount to be
redeemed. In the event of redemption of this Note in part only, a new Note of
like tenor for the unredeemed portion hereof and otherwise having the same terms
and provisions as this Note shall be issued by the Issuer in the name of the
Holder hereof upon the presentation and surrender hereof.



                                       7
<PAGE>   8

     This Note will be subject to repayment at the option of the Holder prior to
its Stated Maturity Date on any Optional Repayment Date(s), if any, indicated
above. If no Optional Repayment Dates are set forth above, this Note may not be
so repaid at the option of the Holder hereof prior to the Stated Maturity Date.
On any Optional Repayment Date, this Note shall be repayable in whole or in part
in an amount equal to $1,000 or any integral multiple thereof (provided that any
remaining principal amount shall be an Authorized Denomination) at the option of
the Holder hereof at a repayment price equal to 100% of the principal amount to
be repaid, together with interest thereon payable to the date of repayment. For
this Note to be repaid in whole or in part at the option of the Holder hereof,
the Holder must give to the Trustee not less than 30 days' nor more than 60
days' notice. This notice shall consist of either (i) this Note with the form
entitled "Option to Elect Repayment" duly completed, or (ii) a telegram,
facsimile transmission or a letter from a member of a national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States, setting forth the name of
the Holder, the principal amount of this Note, the principal amount of this Note
to be repaid, the certificate number or a description of the tenor and terms of
this Note, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Note, together with the duly completed form
entitled "Option to Elect Repayment," will be received by the Trustee not later
than the fifth Business Day after the date of telegram, facsimile transmission
or letter; provided, however, that the telegram, facsimile transmission or
letter shall only be effective if this Note and the form, duly completed, are
received by the Trustee by the fifth Business Day. Exercise of such repayment
option by the Holder hereof shall be irrevocable. In the event of repayment of
this Note in part only, a new Note for the unpaid portion hereof shall be issued
in the name of the Holder hereof upon the surrender hereof.

     If this Note is specified on the face hereof to be an Original Issue
Discount Note, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(1) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) and, in the event of any redemption of this Note
(if applicable), multiplied by the Initial Redemption Percentage (as adjusted by
the Annual Redemption Percentage Reduction, if applicable) and (2) any unpaid
interest accrued thereon to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference between the Issue
Price and 100% of the principal amount of this Note is referred to herein as the
"Discount".

     For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be



                                       8
<PAGE>   9

divided into a regular compounding period and a short period, with the short
period being treated as provided in the preceding sentence.

     If an Event of Default shall occur and be continuing, the principal of the
Notes may, and in certain cases shall, be accelerated in the manner and with the
effect provided in the Indenture.

     The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Securities at any time by the Issuer
and the Trustee with the consent of the Holders of not less than 66-2/3% of the
aggregate principal amount of all Securities at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of not less than a majority of the aggregate principal amount of the outstanding
Securities of any series, on behalf of the Holders of all such Securities, to
waive compliance by the Issuer with certain provisions of the Indenture.
Furthermore, provisions of the Indenture permit the Holders of not less than a
majority of the aggregate principal amount of the outstanding Securities of any
series, in certain instances, to waive, on behalf of all of the Holders of
Securities of such series, 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 other Notes issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Note is registrable in the Security
Register of the Issuer upon surrender of this Note for registration of transfer
at the office or agency of the Issuer in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

     As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.



                                       9
<PAGE>   10

     No service charge shall be made for any such registration of transfer or
exchange, but the Issuer may 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
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.

     The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.



                                       10
<PAGE>   11

                                  ABBREVIATIONS

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

<TABLE>
<CAPTION>

<S>                   <C>                                <C>                       <C>
TEN                   - as tenants in common             UNIF GIFT MIN             -         Custodian
COM                                                      ACT                         --------         ----------
TEN ENT               - as tenants by the entireties                                  (Cust)            (Minor)
JT TEN                - as joint tenants with right of                               under Uniform Gifts to Minors
                        survivorship and not as tenants                              Act
                        in common                                                       ---------------------------
                                                                                                           (State)
</TABLE>
    Additional abbreviations may also be used though not in the above list.


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

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
           OTHER
IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------

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



--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code
of assignee)

--------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting
and appointing

--------------------------------------------------------------------------------
Attorney to transfer this Note on the books of the Trustee, with full
power of substitution in the premises.



Dated:
         -----------------------    --------------------------------------------
         -----------------------    --------------------------------------------
                                        Notice: The signature(s) on this
                                        Assignment must correspond with the
                                        name(s) as written upon the face of this
                                        Note in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.



                                      11

<PAGE>   12
                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably request(s) and instruct(s) the Issuer to
repay this Note (or portion hereof specified below) pursuant to its terms at a
price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at
                                                                      ----------
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------.
       (Please print or typewrite name and address of the undersigned)

     For this Note to be repaid, the Trustee must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, currently located at
______________________________________, not more than 60 nor less than 30
calendar days prior to the Repayment Date, this Note with this "Option to Elect
Repayment" form duly completed.

     If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 or other
integral multiple of an Authorized Denomination) (provided that any remaining
principal amount shall be at least U.S. $1,000 or such other minimum Authorized
Denomination) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be U.S. $1,000 or such other minimum
Authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).


Principal
Amount
to be Repaid:  $
                --------------          ----------------------------------------
Dated:                                  Notice: The signature(s) on this Option
      ------------------------          Elect Repayment must correspond with
                                        the name(s) as written upon the face of
                                        this Note in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.



                                       12