FACE OF SECURITY
                             Fixed Rate Senior Note


REGISTERED                                                    REGISTERED
No. FXR                                                       $40,000,000
                                                              CUSIP:  00079FAA0

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
is made to Cede & Co., 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.


<PAGE>


                               ABN AMRO BANK N.V.
                    SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES A
                                  (Fixed Rate)

            12% Reverse Exchangeable Securities due December 4, 2002
               linked to common stock of General Electric Company


<TABLE>

<S>                       <C>                      <C>                          <C>
ORIGINAL ISSUE DATE:      INITIAL REDEMPTION       INTEREST RATE: 12%           MATURITY DATE:
   June 4, 2001              DATE: N/A                per annum                    December 4, 2002

INTEREST ACCRUAL          INITIAL REDEMPTION       INTEREST PAYMENT             OPTIONAL
   DATE: June 4, 2001        PERCENTAGE: N/A          DATES: December 4,           REPAYMENT DATE:
                                                      2001, June 4, 2002 and       N/A
                                                      December 4, 2002

SPECIFIED CURRENCY:       ANNUAL REDEMPTION        INTEREST PAYMENT             APPLICABILITY OF
U.S. Dollars                 PERCENTAGE               PERIOD: Semi-annual          MODIFIED
                             REDUCTION: N/A                                        PAYMENT UPON
                                                                                   ACCELERATION:
                                                                                   N/A (But see "Alternate
                                                                                   Exchange Calculation in
                                                                                   case of an Event of
                                                                                   Default")

IF SPECIFIED              REDEMPTION NOTICE        APPLICABILITY OF             If yes, state Issue Price:
   CURRENCY                  PERIOD: N/A              ANNUAL INTEREST           N/A
   OTHER THAN U.S.                                    PAYMENTS: N/A
   DOLLARS, OPTION
   TO ELECT
   PAYMENT IN U.S.
   DOLLARS: N/A

EXCHANGE RATE                                                                   ORIGINAL YIELD TO
   AGENT: N/A                                                                   MATURITY: N/A

OTHER PROVISIONS:
   (see below)
</TABLE>

                                        2


<PAGE>


Initial Price...........................$49.02 per share of General Electric
                                        Stock divided by the Exchange Factor.

Minimum Denominations...................$1,000 and integral multiples thereof.

Payment at Maturity:....................At maturity, the Issuer shall pay or
                                        deliver for each $1,000 principal
                                        amount of Notes, either (i) a cash
                                        payment equal to $1,000, if the
                                        Determination Price on the
                                        Determination Date of General Electric
                                        Stock is at or above the Initial
                                        Price, or (ii) a number of shares of
                                        General Electric Stock equal to the
                                        Stock Redemption Amount, if the
                                        Determination Price on the
                                        Determination Date of General Electric
                                        Stock is lower than the Initial Price.
                                        The Issuer shall pay cash in lieu of
                                        delivering fractional shares of
                                        General Electric Stock in an amount
                                        equal to the corresponding fractional
                                        Closing Price of General Electric
                                        Stock as determined by the Calculation
                                        Agent on the Determination Date.

                                        If the Issuer is required to deliver
                                        shares of General Electric Stock
                                        pursuant to the terms of the Notes, it
                                        shall, or cause the Calculation Agent
                                        to, provide written notice to the
                                        Trustee at its New York office, on which
                                        notice the Trustee may conclusively
                                        rely, of the Stock Redemption Amount, on
                                        or prior to the Issuer Notice Date. The
                                        Issuer shall, or shall cause the
                                        Calculation Agent to, deliver such
                                        shares of General Electric Stock (and/or
                                        Exchange Property, if applicable) to the
                                        Trustee for delivery to the Holders.


Stock Redemption Amount: ...............The Calculation Agent shall determine
                                        the Stock Redemption Amount for each
                                        $1,000 principal amount of Notes on the
                                        Determination Date by dividing $1,000 by
                                        the Initial Price. The number of shares
                                        of General Electric Stock to be
                                        delivered at maturity shall be subject
                                        to any applicable adjustments (i) to the
                                        Exchange Factor and (ii) in the Exchange
                                        Property, as defined in paragraph 5
                                        under "Adjustment Events" below, to be
                                        delivered instead of, or in

                                        3

<PAGE>


                                        addition to, such General Electric Stock
                                        in each case as a result of any
                                        corporate event described under
                                        "Adjustment Events" below.

Determination Date: ....................The third Business Day prior to the
                                        Maturity Date, or if such day is not a
                                        Trading Day, the immediately succeeding
                                        Trading Day; provided that the
                                        Determination Date shall be no later
                                        than the second scheduled Trading Day
                                        preceding the Maturity Date,
                                        notwithstanding the occurrence of a
                                        Market Disruption Event on such second
                                        scheduled Trading Day.

Determination Price:....................The Closing Price per share of General
                                        Electric Stock on the Determination
                                        Date, as determined by the Calculation
                                        Agent.

General Electric Stock..................The common stock of General Electric
                                        Company, par value $0.06 per share.

Closing Price ..........................If General Electric Stock (or any other
                                        security for which a Closing Price must
                                        be determined) is listed on a U.S.
                                        securities exchange registered under the
                                        Exchange Act is a security of The Nasdaq
                                        National Market or is included in the
                                        OTC Bulletin Board Service (the "OTC
                                        Bulletin Board"), operated by the
                                        National Association of Securities
                                        Dealers, Inc., the Closing Price for one
                                        share of General Electric Stock (or one
                                        unit of any such other security) on any
                                        Trading Day means (i) the last reported
                                        sale price, regular way, on such day on
                                        the principal securities exchange on
                                        which General Electric Stock (or any
                                        such other security) is listed or
                                        admitted to trading or (ii) if not
                                        listed or admitted to trading on any
                                        such securities exchange or if such last
                                        reported sale price is not obtainable
                                        (even if General Electric Stock (or
                                        other such security) is listed or
                                        admitted to trading on such securities
                                        exchange), the last reported sale price
                                        on the over-the-counter market as
                                        reported on The Nasdaq National Market
                                        or OTC Bulletin Board on such day. If
                                        the last reported sale price is not
                                        available pursuant to clause (i) or (ii)
                                        of the preceding

                                                         4


<PAGE>


                                        sentence, the Closing Price for any
                                        Trading Day shall be the mean, as
                                        determined by the Calculation Agent, of
                                        the bid prices for General Electric
                                        Stock (or any such other security)
                                        obtained from as many dealers in such
                                        security (which may include AAI or any
                                        of the Issuer's other subsidiaries or
                                        affiliates), but not exceeding three, as
                                        will make such bid prices available to
                                        the Calculation Agent. A "security of
                                        The Nasdaq National Market" shall
                                        include a security included in any
                                        successor to such system and the term
                                        "OTC Bulletin Board Service" shall
                                        include any successor service thereto.

Issuer Notice Date .....................The Business Day immediately succeeding
                                        the Determination Date; provided that
                                        the Issuer Notice Date shall be no later
                                        than the second scheduled Trading Day
                                        preceding the Maturity Date,
                                        notwithstanding the occurrence of a
                                        Market Disruption Event on such
                                        scheduled Trading Day.


Trading Day: ...........................A day, as determined by the Calculation
                                        Agent, on which trading is generally
                                        conducted on the New York Stock
                                        Exchange, the American Stock Exchange
                                        Inc., the Nasdaq National Market, the
                                        Chicago Mercantile Exchange, and the
                                        Chicago Board of Options Exchange and in
                                        the over-the-counter market for equity
                                        securities in the United States and on
                                        which a Market Disruption Event has not
                                        occurred.


Market Disruption Event:................Means, with respect to General Electric
                                        Stock:

                                             (i) a suspension, absence or
                                          material limitation of trading of
                                          General Electric Stock on the primary
                                          market for General Electric Stock for
                                          more than two hours of trading or
                                          during the one-half hour period
                                          preceding the close of trading in such
                                          market; or a breakdown or failure in
                                          the price and trade reporting systems
                                          of the primary market for General
                                          Electric Stock as a result of which
                                          the reported trading prices for
                                          General

                                        5

<PAGE>


                                          Electric Stock during the last
                                          one-half hour preceding the closing of
                                          trading in such market are materially
                                          inaccurate; or the suspension, absence
                                          or material limitation on the primary
                                          market for trading in options
                                          contracts related to General Electric
                                          Stock, if available, during the
                                          one-half hour period preceding the
                                          close of trading in the applicable
                                          market, in each case as determined by
                                          the Calculation Agent in its sole
                                          discretion; and

                                             (ii) a determination by the
                                          Calculation Agent in its sole
                                          discretion that the event described in
                                          clause (i) above materially interfered
                                          with the Issuer's ability or the
                                          ability of any of the Issuer's
                                          affiliates to unwind or adjust all or
                                          a material portion of the hedge with
                                          respect to the Notes.

                                        For purposes of determining whether a
                                        Market Disruption Event has occurred:
                                        (1) a limitation on the hours or number
                                        of days of trading will not constitute a
                                        Market Disruption Event if it results
                                        from an announced change in the regular
                                        business hours of the relevant exchange,
                                        (2) a decision to permanently
                                        discontinue trading in the relevant
                                        option contract will not constitute a
                                        Market Disruption Event, (3) limitations
                                        pursuant to New York Stock Exchange Inc.
                                        Rule 80A (or any applicable rule or
                                        regulation enacted or promulgated by the
                                        New York Stock Exchange Inc., any other
                                        self-regulatory organization or the
                                        Commission of similar scope as
                                        determined by the Calculation Agent) on
                                        trading during significant market
                                        fluctuations shall constitute a
                                        suspension, absence or material
                                        limitation of trading, (4) a suspension
                                        of trading in an options contract on
                                        General Electric Stock by the primary
                                        securities market trading in such
                                        options, if available, by reason of (x)
                                        a price change exceeding limits set by
                                        such securities exchange or market, (y)
                                        an imbalance of orders relating to such
                                        contracts or

                                        6

<PAGE>


                                        (z) a disparity in bid and ask quotes
                                        relating to such contracts will
                                        constitute a suspension, absence or
                                        material limitation of trading in
                                        options contracts related to General
                                        Electric Stock and (5) a suspension,
                                        absence or material limitation of
                                        trading on the primary securities market
                                        on which options contracts related to
                                        General Electric Stock are traded will
                                        not include any time when such
                                        securities market is itself closed for
                                        trading under ordinary circumstances.

                                        The Calculation Agent shall as soon as
                                        reasonably practicable under the
                                        circumstances notify the Issuer, the
                                        Trustee, the Depository Trust Company
                                        and the Agents of the existence or
                                        occurrence of a Market Disruption Event
                                        on any day that but for the occurrence
                                        or existence of a Market Disruption
                                        Event would have been the Determination
                                        Date.

Exchange Factor.........................The Exchange Factor shall initially be
                                        1.0, but shall be subject to adjustment
                                        by the Calculation Agent upon the
                                        occurrence of certain corporate events
                                        affecting General Electric Stock though
                                        and including the Determination Date.
                                        See "Adjustment Events" below.

Adjustment Events:......................The Exchange Factor or the amounts paid
                                        at maturity (in the case of paragraph 5
                                        below) shall be adjusted as follows:

                                        1. If General Electric Stock is subject
                                        to a stock split or reverse stock split,
                                        then once such split has become
                                        effective, the Exchange Factor shall be
                                        adjusted to equal the product of the
                                        prior Exchange Factor and the number of
                                        shares issued in such stock split or
                                        reverse stock split with respect to one
                                        share of General Electric Stock.

                                        2. If General Electric Stock is subject
                                        (i) to a stock dividend (issuance of
                                        additional shares of General Electric
                                        Stock) that is given ratably to all
                                        holders of shares of General Electric
                                        Stock

                                        7


<PAGE>


                                        or (ii) to a distribution of General
                                        Electric Stock as a result of the
                                        triggering of any provision of the
                                        corporate charter of General Electric,
                                        then once the dividend has become
                                        effective and General Electric Stock is
                                        trading ex-dividend, the Exchange Factor
                                        shall be adjusted so that the new
                                        Exchange Factor shall equal the prior
                                        Exchange Factor plus the product of (i)
                                        the number of shares issued with respect
                                        to one share of General Electric Stock
                                        and (ii) the prior Exchange Factor.

                                        3. There shall be no adjustments to the
                                        Exchange Factor to reflect cash
                                        dividends or other distributions paid
                                        with respect to General Electric Stock
                                        other than Extraordinary Dividends as
                                        described below. A cash dividend or
                                        other distribution with respect to
                                        General Electric Stock shall be deemed
                                        to be an "Extraordinary Dividend" if
                                        such dividend or other distribution
                                        exceeds the immediately preceding
                                        non-Extraordinary Dividend for General
                                        Electric Stock by an amount equal to at
                                        least 10% of the closing price of
                                        General Electric Stock (as adjusted for
                                        any subsequent corporate event requiring
                                        an adjustment hereunder, such as a stock
                                        split or reverse stock split) on the
                                        Trading Day preceding the ex- dividend
                                        date for the payment of such
                                        Extraordinary Dividend (the "ex-dividend
                                        date"). If an Extraordinary Dividend
                                        occurs with respect to General Electric
                                        Stock, the Exchange Factor with respect
                                        to General Electric Stock will be
                                        adjusted on the ex- dividend date with
                                        respect to such Extraordinary Dividend
                                        so that the new Exchange Factor will
                                        equal the product of (i) the then
                                        current Exchange Factor and (ii) a
                                        fraction, the numerator of which is the
                                        Closing Price on the Trading Day
                                        preceding the ex- dividend date, and the
                                        denominator of which is the amount by
                                        which the Closing Price on the Trading
                                        Day preceding the ex-dividend date
                                        exceeds the Extraordinary Dividend
                                        Amount.

                                        8


<PAGE>


                                        The "Extraordinary Dividend Amount" with
                                        respect to an Extraordinary Dividend for
                                        General Electric Stock shall equal (i)
                                        in the case of cash dividends or other
                                        distributions that constitute regular
                                        dividends, the amount per share of such
                                        Extraordinary Dividend minus the amount
                                        per share of the immediately preceding
                                        non-Extraordinary Dividend for General
                                        Electric Stock or (ii) in the case of
                                        cash dividends or other distributions
                                        that do not constitute regular
                                        dividends, the amount per share of such
                                        Extraordinary Dividend. To the extent an
                                        Extraordinary Dividend is not paid in
                                        cash, the value of the non-cash
                                        component will be determined by the
                                        Calculation Agent, whose determination
                                        shall be conclusive. A distribution on
                                        the General Electric Stock described in
                                        clause (i), clause (iv) or clause (v) of
                                        paragraph 5 below that also constitutes
                                        an Extraordinary Dividend shall not
                                        cause an adjustment to the Exchange
                                        Factor pursuant to this paragraph 3.

                                        4. If General Electric issues rights or
                                        warrants to all holders of General
                                        Electric Stock to subscribe for or
                                        purchase General Electric Stock at an
                                        exercise price per share less than the
                                        Closing Price of the General Electric
                                        Stock on both (i) the date the exercise
                                        price of such rights or warrants is
                                        determined and (ii) the expiration date
                                        of such rights or warrants, and if the
                                        expiration date of such rights or
                                        warrants precedes the maturity of the
                                        Notes, then the Exchange Factor shall be
                                        adjusted to equal the product of the
                                        prior Exchange Factor and a fraction,
                                        the numerator of which shall be the
                                        number of shares of General Electric
                                        Stock outstanding immediately prior to
                                        the issuance of such rights or warrants
                                        plus the number of additional shares of
                                        General Electric Stock offered for
                                        subscription or purchase pursuant to
                                        such rights or warrants and the
                                        denominator of which shall be the number
                                        of shares of General Electric Stock
                                        outstanding immediately prior to

                                        9

<PAGE>


                                        the issuance of such rights or warrants
                                        plus the number of additional shares of
                                        General Electric Stock which the
                                        aggregate offering price of the total
                                        number of shares of General Electric
                                        Stock so offered for subscription or
                                        purchase pursuant to such rights or
                                        warrants would purchase at the Closing
                                        Price on the expiration date of such
                                        rights or warrants, which shall be
                                        determined by multiplying such total
                                        number of shares offered by the exercise
                                        price of such rights or warrants and
                                        dividing the product so obtained by such
                                        Closing Price.

                                        5. If (i) there occurs any
                                        reclassification or change of General
                                        Electric Stock, including, without
                                        limitation, as a result of the issuance
                                        of any tracking stock by General
                                        Electric, (ii) General Electric or any
                                        surviving entity or subsequent surviving
                                        entity of General Electric (a "General
                                        Electric Successor") has been subject to
                                        a merger, combination or consolidation
                                        and is not the surviving entity, (iii)
                                        any statutory exchange of securities of
                                        General Electric or any General Electric
                                        Successor with another corporation
                                        occurs (other than pursuant to clause
                                        (ii) above), (iv) General Electric is
                                        liquidated, (v) General Electric issues
                                        to all of its shareholders equity
                                        securities of an issuer other than
                                        General Electric (other than in a
                                        transaction described in clauses (ii),
                                        (iii) or (iv) above) (a "Spin-off
                                        Event") or (vi) a tender or exchange
                                        offer or going-private transaction is
                                        consummated for all the outstanding
                                        shares of General Electric Stock (any
                                        such event in clauses (i) through (vi) a
                                        "Reorganization Event"), each Holder of
                                        Notes shall receive at maturity, in
                                        respect of each $1,000 principal amount
                                        of each Note, securities, cash or any
                                        other assets distributed to holders of
                                        General Electric Stock in any such
                                        Reorganization Event, including, in the
                                        case of the issuance of tracking stock,
                                        the reclassified share of General
                                        Electric Stock and, in the case of a
                                        Spin-off Event, the share of General

                                       10


<PAGE>


                                        Electric Stock with respect to which the
                                        spun- off security was issued
                                        (collectively, the "Exchange Property")
                                        or at our option cash, in an amount with
                                        a value equal to the lesser of: (i)
                                        $1,000 and (ii) the product of the Stock
                                        Redemption Amount times the Transaction
                                        Value. If Exchange Property consists of
                                        more than one type of property, Holders
                                        of Notes shall receive at maturity a pro
                                        rata share of each such type of Exchange
                                        Property. If Exchange Property includes
                                        a cash component, Holders shall not
                                        receive any interest accrued on such
                                        cash component. "Transaction Value" at
                                        any date means (i) for any cash received
                                        in any such Reorganization Event, the
                                        amount of cash received per share of
                                        General Electric Stock, (ii) for any
                                        property other than cash or securities
                                        received in any such Reorganization
                                        Event, the market value, as determined
                                        by the Calculation Agent, as of the date
                                        of receipt, of such Exchange Property
                                        received for each share of General
                                        Electric Stock and (iii) for any
                                        security received in any such
                                        Reorganization Event, an amount equal to
                                        the Closing Price, as of the date on
                                        which the Transaction Value is
                                        determined, per share of such security
                                        multiplied by the quantity of such
                                        security received for each share of
                                        General Electric Stock. In the event
                                        Exchange Property consists of
                                        securities, those securities shall, in
                                        turn, be subject to the antidilution
                                        adjustments set forth in paragraphs 1
                                        through 5.

                                        For purposes of paragraph 5 above, in
                                        the case of a consummated tender or
                                        exchange offer or going-private
                                        transaction involving Exchange Property
                                        of a particular type, Exchange Property
                                        shall be deemed to include the amount of
                                        cash or other property paid by the
                                        offeror in the tender or exchange offer
                                        with respect to such Exchange Property
                                        (in an amount determined on the basis of
                                        the rate of exchange in such tender or
                                        exchange offer or going-private

                                       11


<PAGE>


                                        transaction). In the event of a tender
                                        or exchange offer or a going-private
                                        transaction with respect to Exchange
                                        Property in which an offeree may elect
                                        to receive cash or other property,
                                        Exchange Property shall be deemed to
                                        include the kind and amount of cash and
                                        other property received by offerees who
                                        elect to receive cash.

                                        No adjustments to the Exchange Factor
                                        shall be required unless such adjustment
                                        would require a change of at least 0.1%
                                        in the Exchange Factor then in effect.
                                        The Exchange Factor resulting from any
                                        of the adjustments specified above shall
                                        be rounded to the nearest one hundred-
                                        thousandth with five one-millionths
                                        being rounded upward.

                                        No adjustments to the Exchange Factor or
                                        method of calculating the Exchange
                                        Factor shall be required other than
                                        those specified above. However, the
                                        Issuer may, at its sole discretion,
                                        cause the Calculation Agent to make
                                        additional changes to the Exchange
                                        Factor upon the occurrence of corporate
                                        or other similar events that affect or
                                        could potentially affect market prices
                                        of, or shareholders' rights in, the
                                        General Electric Stock (or other
                                        Exchange Property) but only to reflect
                                        such changes, and not with the aim of
                                        changing relative investment risk. The
                                        adjustments specified above do not cover
                                        all events that could affect the market
                                        price or the Closing Price of the
                                        General Electric Stock, including,
                                        without limitation, a partial tender or
                                        partial exchange offer for the General
                                        Electric Stock.

                                        The Calculation Agent shall be solely
                                        responsible for the determination and
                                        calculation of any adjustments to the
                                        Exchange Factor or method of calculating
                                        the Exchange Factor and of any related
                                        determinations and calculations with
                                        respect to any distributions of stock,
                                        other securities or other property or
                                        assets (including cash) in connection
                                        with any

                                       12


<PAGE>


                                        corporate event described in paragraph 5
                                        above, and its determinations and
                                        calculations with respect thereto shall
                                        be conclusive.

                                        The Calculation Agent will provide
                                        information as to any adjustments to the
                                        Exchange Factor or method of calculating
                                        the Exchange Factor upon written request
                                        by any Holder of the Notes.

Alternate Exchange Calculation in       In case an Event of Default with respect
case of an Event of Default ............to the Notes shall have occurred and be
                                        continuing, the amount declared due and
                                        payable upon any acceleration of the
                                        Notes shall be determined by the
                                        Calculation Agent, and shall be equal to
                                        the principal amount of the Notes plus
                                        any accrued interest to but not
                                        including the date of acceleration.

Calculation Agent ......................ABN AMRO Incorporated ("AAI"). All
                                        determinations made by the Calculation
                                        Agent will be at the sole discretion of
                                        the Calculation Agent and will, in the
                                        absence of manifest error, be conclusive
                                        for all purposes and binding on the
                                        Holders and on the Issuer.

Additional Amounts .....................The Issuer shall, subject to certain
                                        exceptions and limitations set forth
                                        below, pay such additional amounts (the
                                        "Additional Amounts") to holders of the
                                        Notes as may be necessary in order that
                                        the net payment of the principal of the
                                        Notes and any other amounts payable on
                                        the Notes, after withholding for or on
                                        account of any present or future tax,
                                        assessment or governmental charge
                                        imposed upon or as a result of such
                                        payment by The Netherlands (or any
                                        political subdivision or taxing
                                        authority thereof or therein) or the
                                        jurisdiction of residence or
                                        incorporation of any successor
                                        corporation or any jurisdiction from or
                                        through which any amount is paid by us
                                        or a successor corporation, will not be
                                        less than the amount provided for in the
                                        Notes to be then due and payable. The
                                        Issuer shall not, however, be required
                                        to make any payment of Additional

                                       13


<PAGE>


                                        Amounts to

                                        any such holder for or on account of:

                                        (a)  any such tax, assessment or other
                                             governmental charge that would not
                                             have been so imposed but for (i)
                                             the existence of any present or
                                             former connection between such
                                             holder (or between a fiduciary,
                                             settlor, beneficiary, member or
                                             shareholder of such holder, if such
                                             holder is an estate, a trust, a
                                             partnership or a corporation) and
                                             The Netherlands and its
                                             possessions, including, without
                                             limitation, such holder (or such
                                             fiduciary, settlor, beneficiary,
                                             member or shareholder) being or
                                             having been a citizen or resident
                                             thereof or being or having been
                                             engaged in a trade or business or
                                             present therein or having, or
                                             having had, a permanent
                                             establishment therein or (ii) the
                                             presentation, where presentation is
                                             required, by the holder of a Notes
                                             for payment on a date more than 30
                                             days after the date on which such
                                             payment became due and payable or
                                             the date on which payment thereof
                                             is duly provided for, whichever
                                             occurs later;


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


                                        (c) any tax, assessment or other
                                            governmental charge that is payable
                                            otherwise than by withholding from
                                            payments on or in respect of the
                                            Notes;

                                        (d) any tax, assessment or other
                                            governmental charge required to be
                                            withheld by any paying agent from
                                            any payment of principal of, or
                                            supplemental redemption amount on,
                                            the Notes, if such payment can be
                                            made without such withholding by
                                            presentation of the Notes to any
                                            other paying agent;

                                       14


<PAGE>


                                        (e) any tax, assessment or other
                                            governmental charge that would not
                                            have been imposed but for a holder's
                                            failure to comply with a request
                                            addressed to the holder or, if
                                            different, the beneficiary of the
                                            payment, to comply with
                                            certification, information or other
                                            reporting requirements concerning
                                            the nationality, residence or
                                            identity of the holder or beneficial
                                            owner of a Notes, if such compliance
                                            is required by statute or by
                                            regulation of The Netherlands (or
                                            other relevant jurisdiction), or of
                                            any political subdivision or taxing
                                            authority thereof or therein, as a
                                            precondition to relief or exemption
                                            from such tax, assessment or other
                                            governmental charge; or

                                        (f) any combination of items (a), (b),
                                            (c), (d) or (e);

                                        nor shall Additional Amounts be paid
                                        with respect to any payment on the Notes
                                        to a holder who is a fiduciary or
                                        partnership or other than the sole
                                        beneficial owner of such payment to the
                                        extent such payment would be required by
                                        the laws of The Netherlands (or other
                                        relevant jurisdiction), or any political
                                        subdivision thereof, to be included in
                                        the income, for tax purposes, of a
                                        beneficiary or settlor with respect to
                                        such fiduciary or a member of such
                                        partnership or a beneficial owner who
                                        would not have been entitled to the
                                        Additional Amounts had such beneficiary,
                                        settlor, member or beneficial owner been
                                        the holder of the Notes.

     ABN AMRO Bank N.V., a public limited liability company incorporated under
the laws of The Netherlands and with corporate seat in Amsterdam (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to CEDE & CO., or registered assignees, the principal sum of U.S.
$40,000,000 (UNITED STATES DOLLARS FORTY MILLION), on the Maturity Date
specified above (except to the extent redeemed or repaid prior to maturity) and
to pay interest thereon at the Interest Rate per annum specified above, from and
including the Interest Accrual Date specified above until the principal hereof
is paid or duly made available for payment

                                       15


<PAGE>


weekly, monthly, quarterly, semiannually or annually in arrears as specified
above as the Interest Payment Period on each Interest Payment Date (as specified
above), commencing on the Interest Payment Date next succeeding the Interest
Accrual Date specified above, and at maturity (or on any redemption or repayment
date); provided, however, that if the Interest Accrual Date occurs between a
Record Date, as defined below, and the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment Date succeeding
the Interest Accrual Date to the registered holder of this Note on the Record
Date with respect to such second Interest Payment Date; and provided, further,
that if this Note is subject to "Annual Interest Payments," interest payments
shall be made annually in arrears and the term "Interest Payment Date" shall be
deemed to mean the first day of March in each year.

     Interest on this Note will accrue from and including the most recent date
to which interest has been paid or duly provided for, or, if no interest has
been paid or duly provided for, from and including the Interest Accrual Date,
until, but excluding the date the principal hereof has been paid or duly made
available for payment. 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) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business Day
(as defined below)) (each such date a "Record Date"); provided, however, that
interest payable at maturity (or any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable. As used
herein, "Business Day" means any day, other than a Saturday or Sunday, (a) that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close (x) in The City of New York
or (y) if this Note is denominated in a Specified Currency other than U.S.
dollars, Australian dollars or euro, in the principal financial center of the
country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer System ("TARGET") is operating (a "TARGET Settlement Day").

     Payment of the principal of this Note, any premium and the interest due at
maturity (or any redemption or repayment date), unless this Note is denominated
in a Specified Currency other than U.S. dollars and is to be paid in whole or in
part in such Specified Currency, will be made in immediately available funds
upon surrender of this Note at the office or agency of the Paying Agent, as
defined on the reverse hereof, maintained for that purpose in the Borough of
Manhattan, The City of New York, or at such other paying agency as the Issuer
may determine, in U.S. dollars. U.S. dollar payments of interest, other than
interest due at maturity or on any date of redemption or repayment, will be made
by U.S. dollar check mailed to the address of the person entitled thereto as
such address shall appear in the Note register. A holder of U.S. $10,000,000 (or
the equivalent in a Specified Currency) or more in aggregate principal amount of
Notes having the same Interest Payment Date, the interest on which is payable in
U.S. dollars, shall be entitled to receive payments of interest, other than
interest due at maturity or on any date of redemption or repayment, by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received

                                       16


<PAGE>


by the Paying Agent in writing not less than 15 calendar days prior to the
applicable Interest Payment Date.

     If this Note is denominated in a Specified Currency other than U.S.
dollars, and the holder does not elect (in whole or in part) to receive payment
in U.S. dollars pursuant to the next succeeding paragraph, payments of interest,
principal or any premium with regard to this Note will be made by wire transfer
of immediately available funds to an account maintained by the holder hereof
with a bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent in writing, with respect to
payments of interest, on or prior to the fifth Business Day after the applicable
Record Date and, with respect to payments of principal or any premium, at least
ten Business Days prior to the Maturity Date or any redemption or repayment
date, as the case may be; provided that, if payment of interest, principal or
any premium with regard to this Note is payable in euro, the account must be a
euro account in a country for which the euro is the lawful currency, provided,
further, that if such wire transfer instructions are not received, such payments
will be made by check payable in such Specified Currency mailed to the address
of the person entitled thereto as such address shall appear in the Note
register; and provided, further, that payment of the principal of this Note, any
premium and the interest due at maturity (or on any redemption or repayment
date) will be made upon surrender of this Note at the office or agency referred
to in the preceding paragraph.

     If so indicated on the face hereof, the holder of this Note, if denominated
in a Specified Currency other than U.S. dollars, may elect to receive all or a
portion of payments on this Note in U.S. dollars by transmitting a written
request to the Paying Agent, on or prior to the fifth Business Day after such
Record Date or at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be. Such election shall remain in
effect unless such request is revoked by written notice to the Paying Agent as
to all or a portion of payments on this Note at least five Business Days prior
to such Record Date, for payments of interest, or at least ten days prior to the
Maturity Date or any redemption or repayment date, for payments of principal, as
the case may be.

     If the holder elects to receive all or a portion of payments of principal
of and any premium and interest on this Note, if denominated in a Specified
Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as
defined on the reverse hereof) will convert such payments into U.S. dollars. In
the event of such an election, payment in respect of this Note will be based
upon the exchange rate as determined by the Exchange Rate Agent based on the
highest bid quotation in The City of New York received by such 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 which may be the Exchange Rate Agent unless such Exchange Rate
Agent is an affiliate of the Issuer) for the purchase by the quoting dealer of
U.S. dollars for the Specified Currency for settlement on such payment date in
the amount of the Specified Currency payable in the absence of such an election
to such holder and at which the applicable dealer commits to execute a contract.
If such bid quotations are not available, such payment will be made in the

                                       17


<PAGE>


Specified Currency. All currency exchange costs will be borne by the holder
of this Note by deductions from such payments.

     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 referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture, as defined on the reverse
hereof, or be valid or obligatory for any purpose.

                                       18


<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

DATED:  June 4, 2001                     ABN AMRO BANK N.V.



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


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


TRUSTEE'S CERTIFICATE
  OF AUTHENTICATION

This is one of the Notes referred
  to in the within-mentioned
  Indenture.

THE CHASE MANHATTAN BANK,
      as Trustee



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

                                       19


<PAGE>


                               REVERSE OF SECURITY

     This Note is one of a duly authorized issue of Global Medium-Term Notes,
Series A, having maturities more than nine months from the date of issue (the
"Notes") of the Issuer. The Notes are issuable under an Indenture, dated as of
November 27, 2000, between the Issuer and The Chase Manhattan Bank, as Trustee
(the "Trustee," which term includes any successor trustee under the Indenture)
(as may be amended or supplemented from time to time, 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
of the Issuer, the Trustee and holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered. The Issuer has appointed
The Chase Manhattan Bank at its corporate trust office in The City of New York
as the paying agent (the "Paying Agent," which term includes any additional or
successor Paying Agent appointed by the Issuer) with respect to the Notes. The
terms of individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Indenture. To the extent not inconsistent herewith, the terms of the Indenture
are hereby incorporated by reference herein.

     Unless otherwise indicated on the face hereof, this Note will not be
subject to any sinking fund and, unless otherwise provided on the face hereof in
accordance with the provisions of the following two paragraphs, will not be
redeemable or subject to repayment at the option of the holder prior to
maturity.

     If so indicated on the face hereof, this Note may be redeemed in whole or
in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof, together
with interest accrued and unpaid hereon to the date of redemption. If this Note
is subject to "Annual Redemption Percentage Reduction," the Initial Redemption
Percentage indicated on the face hereof will be reduced on each anniversary of
the Initial Redemption Date by the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price of this Note is 100% of
the principal amount hereof, together with interest accrued and unpaid hereon to
the date of redemption. Notice of redemption shall be mailed to the registered
holders of the Notes designated for redemption at their addresses as the same
shall appear on the Note register not less than 30 nor more than 60 days prior
to the date fixed for redemption or within the Redemption Notice Period
specified on the face hereof, subject to all the conditions and provisions of
the Indenture. In the event of redemption of this Note in part only, a new Note
or Notes for the amount of the unredeemed portion hereof shall be issued in the
name of the holder hereof upon the cancellation hereof.

     If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 or, if this Note is denominated in a Specified Currency other than U.S.
dollars, in increments of 1,000 units of such Specified Currency (provided that
any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of

                                       20


<PAGE>


the holder hereof at a price equal to 100% of the principal amount to be repaid,
together with interest accrued and unpaid hereon to the date of repayment. For
this Note to be repaid at the option of the holder hereof, the Paying Agent must
receive at its corporate trust office in the Borough of Manhattan, The City of
New York, at least 15 but not more than 30 days prior to the date of repayment,
(i) this Note with the form entitled "Option to Elect Repayment" below duly
completed or (ii) a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States setting forth the name of the holder of this Note, the principal amount
hereof, the certificate number of this Note or a description of this Note's
tenor and terms, the principal amount hereof to be repaid, a statement that the
option to elect repayment is being exercised thereby and a guarantee that this
Note, together with the form entitled "Option to Elect Repayment" duly
completed, will be received by the Paying Agent not later than the fifth
Business Day after the date of such telegram, telex, facsimile transmission or
letter; provided, that such telegram, telex, facsimile transmission or letter
shall only be effective if this Note and form duly completed are received by the
Paying Agent by such 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 or Notes for the amount of the unpaid portion hereof
shall be issued in the name of the holder hereof upon the cancellation hereof.

     Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Unless otherwise provided on
the face hereof, interest payments for this Note will be computed and paid on
the basis of a 360-day year of twelve 30-day months.

     In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest on such
payment shall accrue for the period from and after the Interest Payment Date or
the Maturity Date (or any redemption or repayment date) to such next succeeding
Business Day.

     This Note and all the obligations of the Issuer hereunder are direct,
unsecured obligations of the Issuer and rank without preference or priority
among themselves and pari passu with all other existing and future unsecured and
unsubordinated indebtedness of the Issuer, subject to certain statutory
exceptions in the event of liquidation upon insolvency.

     This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, and, if denominated
in U.S. dollars, unless otherwise stated above, is issuable only in
denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess
thereof. If this Note is denominated in a Specified Currency other than U.S.
dollars, then, unless a higher minimum denomination is required by applicable
law, it is issuable only in denominations of the equivalent of U.S. $1,000
(rounded to an integral multiple of 1,000 units of

                                       21


<PAGE>


such Specified Currency), or any amount in excess thereof which is an integral
multiple of 1,000 units of such Specified Currency, as determined by reference
to the noon dollar buying rate in The City of New York for cable transfers of
such Specified Currency published by the Federal Reserve Bank of New York (the
"Market Exchange Rate") on the Business Day immediately preceding the date of
issuance.

     The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Indenture
with respect to the redemption of Notes. Notes are exchangeable at said office
for other Notes of other authorized denominations of equal aggregate principal
amount having identical terms and provisions. All such exchanges and transfers
of Notes will be free of charge, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and executed by the
registered holder in person or by the holder's attorney duly authorized in
writing. The date of registration of any Note delivered upon any exchange or
transfer of Notes shall be such that no gain or loss of interest results from
such exchange or transfer.

     In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, the Issuer in its discretion may execute a new Note of
like tenor in exchange for this Note, but, if this Note is destroyed, lost or
stolen, only upon receipt of evidence satisfactory to the Trustee and the Issuer
that this Note was destroyed or lost or stolen and, if required, upon receipt
also of indemnity satisfactory to each of them. All expenses and reasonable
charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Note shall be borne by the owner of the
Note mutilated, defaced, destroyed, lost or stolen.

     The Indenture provides that (a) if an Event of Default (as defined in
the Indenture) due to the default in payment of principal of, premium, if any,
or interest on, any series of debt securities issued under the Indenture,
including the series of Medium-Term Notes of which this Note forms a part,

                                       22


<PAGE>


or due to the default in the performance or breach of any other covenant or
warranty of the Issuer applicable to the debt securities of such series but not
applicable to all outstanding debt securities issued under the Indenture shall
have occurred and be continuing, either the Trustee or the holders of not less
than 25% in principal amount of the debt securities of each affected series
(voting as a single class) may then declare the principal of all debt securities
of all such series and interest accrued thereon to be due and payable
immediately and (b) if an Event of Default due to a default in the performance
of any other of the covenants or agreements in the Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy or insolvency of the Issuer, shall have occurred
and be continuing, either the Trustee or the holders of not less than 25% in
principal amount of all debt securities issued under the Indenture then
outstanding (treated as one class) may declare the principal of all such debt
securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal (or premium, if
any) or interest on such debt securities) by the holders of a majority in
principal amount of the debt securities of all affected series then outstanding.

     If the face hereof indicates that this Note is subject to "Modified Payment
upon Acceleration," then (i) if the principal hereof is declared to be due and
payable as described in the preceding paragraph, the amount of principal due and
payable with respect to this Note shall be limited to the aggregate principal
amount hereof multiplied by the sum of the Issue Price specified on the face
hereof (expressed as a percentage of the aggregate principal amount) plus the
original issue discount amortized from the Interest Accrual Date to the date of
declaration, which amortization shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting principles in effect
on the date of declaration), (ii) for the purpose of any vote of securityholders
taken pursuant to the Indenture prior to the acceleration of payment of this
Note, the principal amount hereof shall equal the amount that would be due and
payable hereon, calculated as set forth in clause (i) above, if this Note were
declared to be due and payable on the date of any such vote and (iii) for the
purpose of any vote of securityholders taken pursuant to the Indenture following
the acceleration of payment of this Note, the principal amount hereof shall
equal the amount of principal due and payable with respect to this Note,
calculated as set forth in clause (i) above.

     The Indenture permits the Issuer and the Trustee, with the consent of the
holders of not less than a majority in aggregate principal amount of the debt
securities of all series issued under the Indenture then outstanding and
affected (voting as one class), to execute supplemental indentures adding any
provisions to or changing in any manner the rights of the holders of each series
so affected; provided that the Issuer and the Trustee may not, without the
consent of the holder of each outstanding debt security affected thereby, (a)
extend the final maturity of any such debt security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption or repayment thereof, or
change the currency of payment thereof, or modify or amend the provisions for
conversion of any currency into any other currency, or modify or amend the
provisions for conversion or exchange of the debt security for securities of the
Issuer or other entities (other than as provided in the antidilution provisions
or other

                                       23


<PAGE>


similar adjustment provisions of the debt securities or otherwise in accordance
with the terms thereof), or impair or affect the rights of any holder to
institute suit for the payment thereof without the consent of the holder of each
debt security so affected or (b) reduce the aforesaid percentage in principal
amount of debt securities the consent of the holders of which is required for
any such supplemental indenture.

     Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is not
available on such date, as of the most recent practicable date; provided,
however, that if the euro has been substituted for such Specified Currency, the
Issuer may at its option (or shall, if so required by applicable law) without
the consent of the holder of this Note effect the payment of principal of,
premium, if any, or interest on, any Note denominated in such Specified Currency
in euro in lieu of such Specified Currency in conformity with legally applicable
measures taken pursuant to, or by virtue of, the treaty establishing the
European Community (the "EC"), as amended by the treaty on European Union (as so
amended, the "Treaty"). Any payment made under such circumstances in U.S.
dollars or euro where the required payment is in an unavailable Specified
Currency will not constitute an Event of Default. If such Market Exchange Rate
is not then available to the Issuer or is not published for a particular
Specified Currency, the Market Exchange Rate 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 date of such payment from three recognized foreign exchange
dealers (the "Exchange Dealers") for the purchase by the quoting Exchange Dealer
of the Specified Currency for U.S. dollars for settlement on the payment date,
in the aggregate amount of the Specified Currency payable to those holders or
beneficial owners of Notes and at which the applicable Exchange Dealer commits
to execute a contract. One of the Exchange Dealers providing quotations may be
the Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of the
Issuer. If those bid quotations are not available, the Exchange Rate Agent shall
determine the market exchange rate at its sole discretion.

     The "Exchange Rate Agent," if any, shall be indicated on the face hereof.

     All determinations referred to above made by, or on behalf of, the
Issuer or by, or on behalf of, the Exchange Rate Agent shall be at such entity's
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on holders of Notes and coupons.

     So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said

                                       24


<PAGE>


Borough of Manhattan for the registration, transfer and exchange as aforesaid of
the Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be such
an agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated.

     With respect to moneys paid by the Issuer and held by the Trustee or
any Paying Agent for payment of the principal of or interest or premium, if any,
on any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee or such Paying Agent
shall notify the holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting in
any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.

     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 the
principal of, premium, if any, and interest on this Note at the time, place, and
rate, and in the coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the registered holder of this Note.

     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 hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

     No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any 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 issue hereof,
expressly waived and released.

     This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

      All terms used in this Note which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.

                                       25


<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
     TEN ENT       -   as tenants by the entireties
     JT TEN        -   as joint tenants with right of survivorship and not
                         as tenants in common


UNIF GIFT MIN ACT -                        Custodian
                    ----------------------           --------------------------
                          (Minor)                           (Cust)

Under Uniform Gifts to Minors Act
                                 --------------------------------------------
                                                   (State)

     Additional abbreviations may also be used though not in the above list.

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

                                       26


<PAGE>


     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 TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, 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 Note in every particular
           without alteration or enlargement or any change whatsoever.

                                       27


<PAGE>


                            OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Issuer to repay
the within Note (or portion thereof specified below) pursuant to its terms at a
price equal to the principal amount thereof, together with interest to the
Optional Repayment Date, to the undersigned at

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


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


--------------------------------------------------------------------------------
         (Please print or typewrite name and address of the undersigned)


     If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid :
_________ and specify the denomination or denominations (which shall not be less
than the minimum authorized denomination) of the Notes to be issued to the
holder for the portion of the within Note not being repaid (in the absence of
any such specification, one such Note will be issued for the portion not being
repaid): ___________________.


Dated
     ---------------------------             ---------------------------------
                                             NOTICE: The signature on this
                                             Option to Elect Repayment must
                                             correspond with the name as written
                                             upon the face of the within
                                             instrument in every particular
                                             without alteration or enlargement.

                                       28


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