<PAGE>   1
                                                                     EXHIBIT 4.4

                                 [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
No. FXR-                                 CUSIP No.:                                PRINCIPAL AMOUNT:

                                         ----------------                          -----------------
                                NATIONAL CONSUMER COOPERATIVE BANK

                             MEDIUM-TERM SUBORDINATED NOTE, SERIES B
                                           (FIXED RATE)
<S>                                <C>                                            <C>
ORIGINAL ISSUE DATE:                     INTEREST RATE:    %                       STATED MATURITY
                                                                                   DATE:

INTEREST PAYMENT DATE(S)
[ ] May 1 and November 1                 [ ] CHECK IF ORIGINAL ISSUE               INITIAL REDEMPTION
[ ] Other:                               DISCOUNT NOTE                             DATE:
                                                      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      [  ]YES                                   [ ] Yes
15):                                     [  ]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) 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 Floor, New York, New York 10005, or at such other paying
agency in the Borough of

                                      2

<PAGE>   3

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 states of the European Union that have
adopted the single currency in accordance with the Treaty

                                       3

<PAGE>   4

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 transfers for the Specified Currency as
certified for customs purposes (or, if not so certified, as

                                       4

<PAGE>   5

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 SUBORDINATED 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 7, 2000, as amended, modified or supplemented from time to time
(the "Indenture"), between the Issuer and Bank One Trust Company, N.A., as
trustee (the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures 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 Subordinated 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.

         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

                                       7

<PAGE>   8

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

                                       8

<PAGE>   9

         The indebtedness evidenced by this Note is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment
to the prior payment in full of the principal of (and premium, if any) and
interest on all Senior Indebtedness as defined in the Indenture, and this Note
is issued subject to such provisions and each Holder of this Note, by accepting
the same, agrees to and shall be bound by such provisions, and authorizes the
Trustee on such Holder's behalf to take such action as may be necessary or
appropriate to effectuate such subordination as provided in the Indenture and
appoints the Trustee as such Holder's attorney-in-fact for such purpose.

         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.

                                       9

<PAGE>   10

         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.

         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>
<S>                                                      <C>
TEN COM          - as tenants in common                  UNIF GIFT MIN         -                   Custodian
TEN ENT          - as tenants by the entireties          ACT                     ------------------
                                                                               -----------
JT TEN           - as joint tenants with right of                                   (Cust)                  (Minor)
                   survivorship and not as tenants                                  under Uniform Gifts to Minors
                   in common                                                        Act
                                                                                       ----------------------------
                                                                                                            (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.

<TABLE>
<S>                                                           <C>
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.
</TABLE>

                                       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).

<TABLE>
<S>                                                                      <C>
Principal Amount
to be Repaid:    $
                    ----------------------                               --------------------------------------------
                                                                         Notice: The signature(s) on this Option to
Dated:                                                                   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.
</TABLE>

                                       12