EXHIBIT 4-h


                           [FORM OF FACE OF SECURITY]

                    PERMANENT GLOBAL FIXED RATE BEARER NOTE

BEARER                                                                   BEARER
No. PGFX

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR DEFINITIVE BEARER NOTES OR
IN WHOLE OR IN PART FOR REGISTERED NOTES, THIS GLOBAL 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.

     THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
AND EXCHANGE LAW OF JAPAN. THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH
TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR
THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT
OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF,
AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN AND
OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.

<PAGE>

                               ABN AMRO BANK N.V.
                       GLOBAL MEDIUM-TERM NOTE, SERIES B
                                  (Fixed Rate)
                    Fully and Unconditionally Guaranteed by
                             ABN AMRO Holding N.V.


<TABLE>
--------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                          <C>
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION           INTEREST RATE:               MATURITY DATE:
                                 DATE:
--------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL              INITIAL REDEMPTION           INTEREST PAYMENT             OPTIONAL REPAY
   DATE:                         PERCENTAGE:                  DATE(S):                     MENT DATE(S):
--------------------------------------------------------------------------------------------------------------------
                              ANNUAL REDEMPTION            EUROCLEAR NO.:               MINIMUM DENOMINA
                                 PERCENTAGE                                                TIONS:
                                 REDUCTION:
--------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE                 REDEMPTION NOTICE            CLEARSTREAM NO.:             APPLICABILITY OF
   AGENT:                        PERIOD:(1)                                                MODIFIED PAYMENT
                                                                                           UPON ACCELERA-
                                                                                           TION [OR
                                                                                           REDEMPTION]
--------------------------------------------------------------------------------------------------------------------
                              EXCHANGE FOR                 COMMON CODE:                 If yes, state Issue Price:
                                 REGISTERED NOTES:
                                 [NO](2)
--------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:                                          ISIN:                        ORIGINAL YIELD TO
                                                                                           MATURITY:
--------------------------------------------------------------------------------------------------------------------
</TABLE>

     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 bearer, upon surrender hereof, the principal amount specified in
Schedule A hereto, on the Maturity Date specified above (except to the extent
previously redeemed or repaid) and to pay interest thereon at the Interest Rate
per annum specified above from and including the Interest Accrual Date
specified above until but excluding the date the principal amount is paid or
duly made available for payment (except as provided below) weekly, monthly,
quarterly, semi-annually or annually in arrears on the Interest Payment Dates
specified above in each year 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,

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

     (1) Applicable if other than 30-60 days. Consult with Euroclear or
Clearstream if a shorter redemption is requested. A minimum of 10 days may be
possible.

     (2) Unless explicitly stated otherwise in term sheet, practice has been to
exclude this option.


                                       2
<PAGE>

that if the Interest Accrual Date occurs fifteen days or less prior to the
first Interest Payment Date occurring after the Interest Accrual Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date.

     Interest on this Note will accrue from and including the most recent
Interest Payment 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 (except as provided below). 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 holder of this Note at the office or agency of the Principal Paying Agent
(this and certain other capitalized terms used herein are defined on the
reverse of this Note) or at the office or agency of such other paying agents
outside the United States as the Issuer or the Guarantor may determine for that
purpose (each, a "Paying Agent," which term shall include the Principal Paying
Agent).

     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
presentation and surrender of this Note at the office or agency of the
Principal Paying Agent or at the office of any Paying Agent.

     Payment of the principal of and premium, if any, and interest on this Note
will be made in the Specified Currency indicated above, except as provided on
the reverse hereof. If this Note is denominated in U.S. dollars, any payment of
the principal of, premium, if any, and interest on this Note will be made in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. Such payments on this
Note will be made either by a check mailed to an address outside the United
States furnished by the payee or, at the option of the payee and subject to
applicable laws and regulations and the procedures of the Paying Agent, by wire
transfer of immediately available funds to an account maintained by the payee
with a bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent not less than 15 calendar
days prior to the applicable payment date. Notwithstanding the foregoing, in
the event that payment in U.S. dollars of the full amount payable on this Note
at the offices of all Paying Agents would be illegal or effectively precluded
as a result of exchange controls or similar restrictions, payment on this Note
will be made by a paying agency in the United States, if such paying agency,
under applicable law and regulations, would be able to make such payment. If
this Note is denominated in a Specified Currency other than U.S. dollars, then,
except as provided on the reverse hereof, payment of the principal of and
premium, if any, and interest on this Note will be made in such Specified
Currency either by a check drawn on a bank outside the United States or, at the
option of the payee and subject to applicable laws and regulations and the
procedures of the Paying Agent, by wire transfer of immediately available funds
to an account maintained by the payee with a bank located outside the United
States.

     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.


                                       3
<PAGE>

     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.




                                       4
<PAGE>


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

DATED:                                   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.

JPMORGAN CHASE BANK,
   as Trustee


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


                                       5
<PAGE>


                         [FORM OF 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 and fully and unconditionally guaranteed by ABN AMRO
Holding N.V. (the "Guarantor", which term includes any successor guarantor
under the Indenture). The Notes are issuable under an Indenture, dated as of
November 27, 2000, between the Issuer and JPMorgan Chase Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Indenture) as
supplemented by the First Supplemental Indenture dated as of September __,
2003, among the Issuer, the Trustee and the Guarantor (as may be further
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, the Guarantor and holders of the Notes
and the terms upon which the Notes are, and are to be, authenticated and
delivered. The Issuer has appointed [ ], as its principal paying agent for the
Notes (the "Principal Paying Agent," which term includes any additional or
successor Principal Paying Agent appointed by the Issuer). 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.

     If this Note is denominated in pounds sterling, the Issuer represents that
it is not an authorized institution (for purposes of the United Kingdom Banking
Act 1987) nor a European authorized institution as defined by Regulation 3 of
the Banking Co-ordination (Second Council Directive) Regulations 1992 and
repayment of the principal of, and payment of any interest or premium on, this
Note has not been guaranteed, that it has complied with its obligations under
the listing rules of the London Stock Exchange Limited (the "Rules") and that,
since the last publication in compliance with the Rules of information about
it, it, having made all reasonable inquiries, has not become aware of any
change in circumstances which could reasonably be regarded as significantly and
adversely affecting its ability to meet its obligations in respect of the Notes
as they fall due.

     Unless otherwise indicated on the face hereof, this Note will not be
subject to any sinking fund and, unless otherwise indicated on the face hereof
in accordance with the provisions of the following two paragraphs and except as
set forth below, 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
(except as indicated below). 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


                                       6
<PAGE>


hereof, together with interest accrued and unpaid hereon to the date of
redemption (except as provided below). Notice of redemption shall be mailed to
the holders of the Notes designated for redemption who have filed their names
and addresses with the Principal Paying Agent, 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. Notice of redemption to all others holders of
Notes shall be given in the manner set forth in "Notices" as defined below,
and, if by publication, shall be given once in each of the three successive
calendar weeks, the first publication to be not less than 30 nor more than 60
days prior to the date set for redemption or within the Redemption Notice
Period specified on the face hereof. In the event of redemption of this Note in
part only, the Principal Paying Agent shall cause Schedule A of this Note to be
endorsed to reflect the reduction of its principal amount by an amount equal to
the aggregate principal amount of this Note so redeemed, whereupon the
principal amount hereof shall be reduced for all purposes by the amount so
redeemed and noted.

     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 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 (except as provided below).
For this Note to be repaid at the option of the holder hereof, the Principal
Paying Agent must receive at its office in London, at least 15 but not more
than 30 days prior to the date of repayment, this Note with the form entitled
"Option to Elect Repayment" below duly completed, or 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 trust company in the United States, Western Europe or Japan
setting forth the principal amount of the Note, the principal amount of the
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 and a guarantee that this Note to be repaid, together with the duly
completed form entitled Option to Elect Repayment, will be received by the
principal paying agent not later than the fifth Business Day (as defined below)
after the date of that telegram, telex, facsimile transmission or letter.
However, the telegram, telex, facsimile transmission or letter shall only be
effective if this Note and an Option to Elect Repayment form duly completed are
received by the Paying Agent by the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter. Exercise of such repayment
option by the holder hereof shall be irrevocable. In the event of repayment of
this Note in part only, the Principal Paying Agent shall cause Schedule A of
this Note to be endorsed to reflect the reduction of its principal amount by an
amount equal to the aggregate principal amount of this Note so repaid,
whereupon the principal amount hereof shall be reduced for all purposes by the
amount so repaid and noted.

     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


                                       7
<PAGE>

be. Unless otherwise specified 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.

     The due and punctual payment by the Issuer of the principal of and
interest on, and any additional amounts with respect to, this Note when and as
the same shall become due and payable is fully and unconditionally guaranteed
by the Guarantor.

     This Note is issued in permanent global bearer form without interest
coupons attached (a "Global Bearer Note"). The beneficial owner of all or a
portion of this Note may exchange its interest in this Note upon not less than
30 days' written notice to the Principal Paying Agent through the relevant
clearing system, in whole, for Notes in bearer form with interest coupons, if
any, attached (the "Definitive Bearer Notes," and, together with the Global
Bearer Notes, the "Bearer Notes") or, if so indicated on the face of this Note,
at the beneficial owner's option, in whole or from time to time in part, for
Notes in fully registered form without coupons (the "Registered Notes"), in
each case, in the minimum denominations set forth on the face hereof or any
amount in excess thereof which is an integral multiple of 1,000 units of the
Specified Currency set forth on the face hereof. Interests in this Note shall
also be exchanged by the Issuer in whole, but not in part, for Definitive
Bearer Notes, which shall be serially numbered, with coupons, if any, attached
(or, if indicated on the face of this Note, at the beneficial owner's option,
for Registered Notes), of any authorized denominations if (i) this Note is
accelerated following an Event of Default or (ii) either the Euroclear System
("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream,
Luxembourg") or any other relevant clearing system is closed for business for a
continuous period of fourteen days (other than by reason of public holidays) or
announces an intention to cease business permanently or in fact does so. The
Issuer shall give notice to the Principal Paying Agent promptly following any
such acceleration or upon learning of any such closure. Any exchanges referred
to above shall be made at the office of the Principal Paying Agent, or, in the
case of Registered Notes, at the office of the transfer agent for the
Registered Notes in London, which transfer agent will initially be [        ],
upon compliance with any procedures set forth in, or established pursuant to,
the Indenture; provided, however, that the Issuer shall not be required (i) to
exchange this Note for a period of fifteen calendar days preceding the first
publication or other transmission, if


                                       8
<PAGE>

applicable, of a notice of redemption of all or any portion hereof or (ii) to
exchange any portion of this Note selected for redemption or surrendered for
optional repayment, except that such portion of this Note may be exchanged for
a Registered Note of like tenor; provided that such Registered Note shall be
simultaneously surrendered for redemption or repayment, as the case may be; and
provided, further, that if a Registered Note is issued in exchange for any
portion of this Note after the close of business at the office of the Principal
Paying Agent on any record date (whether or not a Business Day) for the payment
of interest on such Registered Note and before the opening of business at such
office on the relevant Interest Payment Date, any interest will not be payable
on such Interest Payment Date in respect of such Registered Note, but will be
payable on such Interest Payment Date only to the holder of this Note. Upon
exchange of this Note in whole for a Definitive Bearer Note or Definitive
Bearer Notes, or in whole or in part for a Registered Note or Registered Notes,
the Principal Paying Agent shall cause Schedule A of this Note to be endorsed
to reflect the reduction of the principal amount hereof by an amount equal to
the aggregate principal amount of such Definitive Bearer Note or Definitive
Bearer Notes, or such Registered Note or Registered Notes, whereupon the
principal amount hereof shall be reduced for all purposes by the amount so
exchanged and noted. All such exchanges of Notes will be free of service
charge, but the Issuer may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith. The date of any
Note delivered upon any exchange of this Note shall be such that no gain or
loss of interest results from such exchange.

     All (and not less than all) interests in this Note will be exchanged for
Definitive Bearer Notes in accordance with the procedures set forth in the
following two sentences as soon as practicable after (i) the first beneficial
owner of an interest in this Note exchanges its interest for a Definitive
Bearer Note, (ii) the Issuer gives notice to the Principal Paying Agent of an
acceleration of the Note or (iii) either Euroclear or Clearstream, Luxembourg
or any other relevant clearing system is closed for business for a continuous
period of fourteen days (other than by reason of public holidays) or announces
an intention to cease business permanently or in fact does so. In the event of
any exchange of interests in this Note for a Definitive Bearer Note, a common
depositary located outside the United States (the "common depositary") holding
this Note for Morgan Guaranty Trust Company of New York, Brussels office, as
the operator of Euroclear (the "Euroclear Operator"), Clearstream, Luxembourg,
and/or any other relevant clearing system (including Societe
Interprofessionelle pour la Compensation des Valeurs Mobilieres ("SICOVAM"))
shall instruct the Principal Paying Agent regarding the aggregate principal
amount of Definitive Bearer Notes and the denominations of such Definitive
Bearer Notes that must be authenticated and delivered to each relevant clearing
system in exchange for this Note. Thereafter, the Principal Paying Agent,
acting solely in reliance on such instructions, shall, upon surrender to it of
this Note and subject to the conditions in the preceding paragraph,
authenticate and deliver Definitive Bearer Notes in exchange for this Note in
accordance with such instructions and shall cause Schedule A of this Note to be
endorsed to reflect the reduction of its principal amount by an amount equal to
the aggregate principal amount of this Note. Nothing in this paragraph shall
prevent the further exchange of Definitive Bearer Notes into Registered Notes.


                                       9
<PAGE>

     This Note may be transferred by delivery; provided, however, that this
Note may be transferred only to a common depositary outside the United States
for the Euroclear Operator, Clearstream, Luxembourg and/or any other relevant
clearing system or to a nominee of such a depositary.

     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, in the case of any destroyed or
lost or stolen Note, only upon receipt of evidence satisfactory to the Trustee,
the Issuer and the Guarantor 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.

     If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption," 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.

     This Note may be redeemed, as a whole, at the option of the Issuer at any
time prior to maturity, upon the giving of a notice of redemption as described
below, at a redemption price equal to 100% of the principal amount hereof,
together with accrued interest to the date fixed for redemption (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption,"
such redemption price would 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
redemption, which amortization shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting principles in effect
on the date of redemption) (the "Amortized Amount")), if the Issuer determines
that, as a result of any change in or amendment to the laws (or any regulations
or rulings promulgated thereunder) of the United States


                                      10
<PAGE>

or of any political subdivision or taxing authority thereof or therein
affecting taxation, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which
change or amendment becomes effective on or after the Original Issue Date
hereof, the Issuer has or will become obligated to pay Additional Amounts (as
defined below) with respect to this Note as described below. Prior to the
giving of any Notice of redemption pursuant to this paragraph, the Issuer shall
deliver to the Trustee (i) a certificate stating that the Issuer is entitled to
effect such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Issuer to so redeem have occurred, and
(ii) an opinion of independent counsel satisfactory to the Trustee to such
effect based on such statement of facts; provided that no such notice of
redemption shall be given earlier than 60 days prior to the earliest date on
which the Issuer would be obligated to pay such Additional Amounts if a payment
in respect of this Note were then due.

     Notice of redemption will be given 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, which date and the applicable redemption price
will be specified in the Notice.

     If the Issuer or the Guarantor shall determine that any payment made
outside the United States by the Issuer, the Guarantor or any Paying Agent of
principal, premium or interest due in respect of this Note would, under any
present or future laws or regulations of the United States, be subject to any
certification, identification or other information reporting requirement of any
kind, the effect of which is the disclosure to the Issuer, the Guarantor any
Paying Agent or any governmental authority of the nationality, residence or
identity of a beneficial owner of this Note who is a United States Alien (as
defined below) (other than such a requirement (a) that would not be applicable
to a payment made by the Issuer, the Guarantor or any Paying Agent (i) directly
to the beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) that can be satisfied by such custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien; provided that in each case referred to in clauses (a)(ii) and (b)
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any such requirement), the Issuer shall redeem this Note,
as a whole, at a redemption price equal to 100% of the principal amount thereof
(except that if this Note is subject to "Modified Payment upon Acceleration or
Redemption," such redemption price would 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
Amortized Amount), together with accrued interest to the date fixed for
redemption, or, at the election of the Issuer if the conditions of the next
succeeding paragraph are satisfied, pay the additional amounts specified in
such paragraph. The Issuer shall make such determination and election as soon
as practicable, shall promptly notify the Trustee thereof and shall publish (or
transmit, as applicable) prompt notice thereof (the "Determination Notice")
stating the effective date of such certification, identification or other
information reporting requirements, whether the Issuer will redeem this Note or
has elected to pay the additional amounts specified in the next succeeding
paragraph, and (if applicable) the last date by which the redemption of this
Note must take place, as provided in the next succeeding sentence. If the
Issuer redeems this Note, such redemption shall take place on such date, not
later than one year after the publication of the Determination Notice, as the
Issuer shall elect by notice to


                                      11
<PAGE>

the Trustee at least 60 days prior to the date fixed for redemption or at least
30 days prior to the last day of the Redemption Notice Period specified on the
face hereof. Notice of such redemption of this Note will be given to the holder
of this Note not more than 60 nor less than 30 days prior to the date fixed for
redemption or within the Redemption Notice Period specified on the face hereof.
Such redemption notice shall include a statement as to the last date by which
this Note to be redeemed may be exchanged for Registered Notes. Notwithstanding
the foregoing, the Issuer shall not so redeem this Note if the Issuer shall
subsequently determine, not less than 30 days prior to the date fixed for
redemption or prior to the last day of the Redemption Notice Period specified
on the face hereof, that subsequent payments would not be subject to any such
certification, identification or other information reporting requirement, in
which case the Issuer shall publish (or transmit, as applicable) prompt notice
of such determination and any earlier redemption notice shall be revoked and of
no further effect. The right of the holder of this Note to exchange this Note
for Registered Notes pursuant to the provisions of this paragraph will
terminate at the close of business of the Principal Paying Agent on the
fifteenth day prior to the date fixed for redemption, and no further exchanges
of this Note for Registered Notes shall be permitted.

     If and so long as the certification, identification or other information
reporting requirements referred to in the preceding paragraph would be fully
satisfied by payment of a backup withholding tax or similar charge, the Issuer
or the Guarantor, as the case may be, may elect by notice to the Trustee to pay
as additional amounts such amounts as may be necessary so that every net
payment made outside the United States following the effective date of such
requirements by the Issuer or the Guarantor, as the case may be, or any Paying
Agent of principal, premium or interest due in respect of this Note of which
the beneficial owner is a United States Alien (but without any requirement that
the nationality, residence or identity of such beneficial owner be disclosed to
the Issuer, the Guarantor, any Paying Agent or any governmental authority, with
respect to the payment of such additional amounts), after deduction or
withholding for or on account of such backup withholding tax or similar charge
(other than a backup withholding tax or similar charge that (i) would not be
applicable in the circumstances referred to in the second parenthetical clause
of the first sentence of the preceding paragraph, or (ii) is imposed as a
result of presentation of this Note for payment more than 15 days after the
date on which such payment becomes due and payable or on which payment thereof
is duly provided for, whichever occurs later), will not be less than the amount
provided for in this Note to be then due and payable. In the event the Issuer
or the Guarantor, as the case may be, elects to pay any additional amounts
pursuant to this paragraph, the Issuer shall have the right to redeem this Note
as a whole at any time pursuant to the applicable provisions of the immediately
preceding paragraph and the redemption price of this Note will not be reduced
for applicable withholding taxes. If the Issuer or the Guarantor, as the case
may be, elects to pay additional amounts pursuant to this paragraph and the
condition specified in the first sentence of this paragraph should no longer be
satisfied, then the Issuer will redeem this Note as a whole, pursuant to the
applicable provisions of the immediately preceding paragraph.

     The Issuer or the Guarantor, as the case may be, will, subject to certain
exceptions and limitations set forth below, pay such additional amounts (the
"Additional Amounts") to the holder of this Note who is a United States Alien
as may be necessary in order that every net payment of the


                                      12
<PAGE>

principal of and interest on this Note and any other amounts payable on this
Note, 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 United States (or any political subdivision or taxing authority thereof
or therein), will not be less than the amount provided for in this Note to be
then due and payable. The Issuer or the Guarantor, as the case may be, will
not, however, be required to make any payment of Additional Amounts to any such
holder for or on account of:

          (a) any 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 United States 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 by the holder of this Note
     for payment on a date more than 15 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 imposed by
     reason of such holder's past or present status as a personal holding
     company or foreign personal holding company or controlled foreign
     corporation or passive foreign investment company with respect to the
     United States or as a corporation which accumulates earnings to avoid
     United States federal income tax or as a private foundation or other
     tax-exempt organization;

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

          (e) any tax, assessment or other governmental charge required to be
     withheld by any Paying Agent from any payment of principal of, or interest
     on, this Note, if such payment can be made without such withholding by any
     other Paying Agent;

          (f) any tax, assessment or other governmental charge that would not
     have been imposed but for the failure to comply with certification,
     information or other reporting requirements concerning the nationality,
     residence or identity of the holder or beneficial owner of this Note, if
     such compliance is required by statute or by regulation of the United
     States 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;

          (g) any tax, assessment or other governmental charge imposed by
     reason of such holder's past or present status as the actual or
     constructive owner of 10% or more of the total


                                      13
<PAGE>

     combined voting power of all classes of stock entitled to vote of the
     Issuer or as a direct or indirect subsidiary of the Issuer; or

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

nor shall Additional Amounts be paid with respect to any payment on this Note
to a United States Alien 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 United States (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 this
Note.

     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 Global Medium-Term Notes of which this Note forms a
part, 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 of the
Guarantor, 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.

     The Indenture permits the Issuer, the Trustee and the Guarantor, 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, the Trustee and
the Guarantor 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


                                      14
<PAGE>

as provided in the antidilution provisions or other 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 or the
Guarantor, as the case may be, for making payments hereon due to the imposition
of exchange controls or other circumstances beyond the control of the Issuer or
the Guarantor, as the case may be, 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
or the Guarantor, as the case may be, 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 (as defined below) 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 or the Guarantor, as the
case may be, 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 (as
defined below) 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 or Guarantor, as the case may be. 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" shall be [             ], unless otherwise
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.


                                      15
<PAGE>

     So long as this Note shall be outstanding, each of the Issuer and the
Guarantor 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. If this Note is listed on the London Stock Exchange Limited and such
Exchange so requires, the Issuer shall maintain a Paying Agent in London. The
Issuer may designate other agencies for the payment of said principal, premium
and interest at such place or places outside the United States (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 or the Guarantor 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 or the Guarantor, as the case may be, and any
person claiming such moneys shall thereafter look only to the Issuer or the
Guarantor, as the case may be, for payment thereof and (ii) such moneys shall
be so repaid to the Issuer or the Guarantor, as the case may be. 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 or the Guarantor, as the case may be, 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 or the Guarantor, as the case may be, 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 or the
Guarantor, as the case may be, and the holder of this Note.

     The Issuer, the Trustee, the Guarantor and any agent of the Issuer, the
Trustee or the Guarantor may treat the holder of this Note as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee, the Guarantor 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 the Guarantor
or of any successor corporation to the Issuer or the Guarantor, either directly
or through the Issuer or the Guarantor, as the case may be, 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.


                                      16
<PAGE>


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

     As used herein:

          (a) the term "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 in The City of London 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");

          (b) the term "Market Exchange Rate" means the noon U.S. dollar buying
     rate in The City of New York for cable transfers of the Specified Currency
     indicated on the face hereof published by the Federal Reserve Bank of New
     York;

          (c) the term "Notices" refers to notices to the holders of the Notes
     to be given by publication in an authorized newspaper in the English
     language and of general circulation in the Borough of Manhattan, The City
     of New York, and London or, if publication in London is not practical, in
     an English language newspaper with general circulation in Western Europe;
     provided that notice may be made, at the option of the Issuer, through the
     customary notice provisions of the clearing system or systems through
     which beneficial interests in this Note are owned. Such Notices will be
     deemed to have been given on the date of such publication (or other
     transmission, as applicable) or, if published in such newspapers on
     different dates, on the date of the first such publication;

          (d) the term "United States" means the United States of America
     (including the States and the District of Columbia), its territories, its
     possessions and other areas subject to its jurisdiction; and

          (e) the term "United States Alien" means any person who, for United
     States federal income tax purposes, is a foreign corporation, a
     non-resident alien individual, a non-resident alien fiduciary of a foreign
     estate or trust, or a foreign partnership one or more of the members of
     which is a foreign corporation, a non-resident alien individual or a
     non-resident alien fiduciary of a foreign estate or trust.

     All other 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.


                                      17
<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


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        (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:
      ---------------------------------    ------------------------------------


                                      18
<PAGE>


               EXCHANGES FOR DEFINITIVE BEARER NOTES, DEFINITIVE
            REGISTERED NOTES AND FROM TEMPORARY GLOBAL BEARER NOTE,
                           REDEMPTIONS AND REPAYMENTS

     The initial principal amount of this Note is _____________. The following
(A) exchanges of (i) portions of this Note for Definitive Bearer Notes or
Registered Notes and (ii) portions of a Temporary Global Bearer Note for an
interest in this Note or (B) (x) redemptions at the option of the Issuer or (y)
repayments at the option of the holder have been made:

<TABLE>
                                                                                                  Remaining Principal
                   Principal       Principal       Principal         Principal       Principal    Amount Outstanding
     Date            Amount          Amount          Amount            Amount          Amount       Following Such      Notation
 of Exchange,      Exchanged     Exchanged For    Exchanged for   Redeemed at the  Repaid at the       Exchange,       Made by or
Redemption or   From Temporary     Definitive      Definitive      Option of the   Option of the     Redemption or    on Behalf of
   Payment       Global Notes     Bearer Notes  Registered Notes       Issuer          Holder          Repayment      Paying Agent
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<S>              <C>                <C>            <C>               <C>             <C>              <C>              <C>

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</TABLE>