EXHIBIT 4-j


                           [FORM OF FACE OF SECURITY]
                       Definitive Fixed Rate Bearer Note

BEARER                                                        BEARER
No. EFXRB                                                     [PRINCIPAL AMOUNT]

     [COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION
4 OF THE UNITED KINGDOM BANKING ACT 1987.](1)

     [A [SHORTER TERM/LONGER TERM] DEBT SECURITY ISSUED IN ACCORDANCE WITH
REGULATIONS MADE UNDER SECTION 4 OF THE UNITED KINGDOM BANKING ACT 1987.](2)

     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.

     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.


--------
     (1) Applies only if this Note is denominated in pounds sterling and
matures not more than one year from and including the Original Issue Date.

     (2) Applies only if this Note is denominated in pounds sterling and
matures more than one year from and including the Original Issue Date.


<PAGE>


                              ABN AMRO BANK N.V.
                    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:(3                                       MODIFIED PAYMENT)
                                                                            UPON ACCELERATION
                                                                            OR REDEMPTION
---------------------------------------------------------------------------------------------------------
                          EXCHANGE FOR              COMMON CODE:            If yes, state issue Price:
                             REGISTERED NOTES:
                             [NO](4)
---------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:         ORIGINAL YIELD TO         ISIN:                   ORIGINAL YIELD TO
                          MATURITY:                                         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 sum of              , on
the Maturity Date specified above (except to the extent previously redeemed or
repaid) and to pay interest thereon to the bearer of the coupons, if any,
appertaining hereto (the "Coupons") as they severally mature, 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, 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.

--------
     (3) 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.

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


                                       2
<PAGE>


     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 the appropriate Coupon upon presentment and surrender at the
office of a Paying Agent referred to in the next succeeding paragraph.

     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 and any Coupons (and, in the case of
redemption or repayment, any Coupon yet unmatured) at the office or agency of
the Principal Paying Agent, as defined on the reverse hereof, or at the office
or agency of such paying agents listed on the reverse of each Coupon or at the
office or agency of such other paying agents outside the United States (this
and certain other capitalized terms used herein are defined on the reverse of
this Note) 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 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 Borough of Manhattan, The City of New
York, 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 B, 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 or Coupons and the terms upon which the
Notes are, and are to be, authenticated and delivered. The Issuer has appointed
JPMorgan Chase Bank, London Branch, as its principal paying agent for the Notes
and the Coupons (the "Principal Paying Agent," which term includes any
additional or successor Principal Paying Agent appointed by the Issuer or the
Guarantor). 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 holders of Notes shall be
published 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, a new Note
or Notes for the amount of the unredeemed portion hereof shall be issued upon
the cancellation hereof. If redeemed prior to maturity, this Note must be
presented for payment together with all unmatured Coupons, if any, appertaining
hereto, failing which the amount of any missing unmatured Coupon will be
deducted from the sum due for payment; provided, however, that such deduction
may be waived by the Issuer and the Principal Paying Agent if there is
furnished to each of them such security or indemnity as they may require.

     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, a new Note or Notes for the amount of the unpaid
portion hereof shall be issued 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


                                       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 the Coupons 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 definitive bearer form with Coupons attached (a
"Definitive Bearer Note") and is issuable only 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.

     This Note and the Coupons may be transferred by delivery. At the option of
the holder of this Note, and subject to the terms of the Indenture, this Note
(with all unmatured Coupons, and all matured Coupons, if any, in default) will
be exchanged for a Registered Note of any authorized denomination of like tenor
and in an equal aggregate principal amount, in accordance with the provisions
of the Indenture, at the office of the Trustee in The City of New York (which
initially has been appointed registrar and transfer agent for the Notes) or at
the office of the Principal Paying Agent in London (which initially has been
appointed transfer agent for the Notes), or at the office of any transfer agent
designated by the Issuer for such purpose. If this Note is surrendered in
exchange for a Registered Note after the close of business at any such office
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, this Note shall be surrendered without the
Coupon relating to such Interest Payment Date. All such exchanges of Notes and
Coupons 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.

     None of the Issuer, the Trustee or any agent of the Issuer or the Trustee
shall be required to exchange this Note for a Registered Note if such exchange
would result in adverse United States


                                       8
<PAGE>


Federal income tax consequences to the Issuer under then applicable United
States federal income tax laws.

     The Issuer will not be required (i) to exchange any Bearer Note to be
redeemed for a period of fifteen calendar days preceding the first publication
or other transmission, if applicable, of the relevant notice of redemption or
(ii) to exchange any Bearer Note selected for redemption or surrendered for
optional repayment, except that such Bearer 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.

     In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or Coupon 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, with Coupons corresponding to the Coupons appertaining to
the Note so mutilated, defaced, destroyed, lost or stolen or to the Note to
which such mutilated, defaced, destroyed, lost or stolen Coupon appertained, in
exchange for this Note, but, in the case of any destroyed, lost or stolen Note
or Coupon, only upon receipt of evidence satisfactory to the Trustee, the
Issuer and the Guarantor that this Note or Coupon was destroyed, 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 and
Coupons, if any, shall be borne by the owner of the Note or Coupon 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


                                       9
<PAGE>


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 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 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 or any Coupon 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 or any
Coupon 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


                                       10
<PAGE>


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 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 Notice Period. 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 Note 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 any Paying Agent of principal, premium or
interest due in respect of this Note or any Coupon 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 or Coupon 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 or any Coupon 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 or the
Guarantor, as the case may be, 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


                                       11
<PAGE>


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 or any Coupon who is a United
States Alien as may be necessary in order that every net payment of the
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 or any
Coupon 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
     or Coupon, if any, 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
     or any Coupon;

          (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;


                                       12
<PAGE>


          (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 or
     any Coupon, 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 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
or any Coupon 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 or any Coupon.

     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 Senior 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 or 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.


                                       13
<PAGE>


     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 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
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
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
Guarantor, as the case may be, will be entitled to satisfy its obligations to
the holder of this Note or any Coupon 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 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


                                       14
<PAGE>


quotations may be the Exchange Rate Agent (as defined below) 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 [              ]. International Limited,
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.

     So long as this Note or any Coupons 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. The Paying Agents initially designated by the Issuer are
listed on the reverse of each Coupon. 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 or any Coupons 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, any Coupon 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 or any Coupon.

     The Issuer, the Trustee, the Guarantor and any agent of the Issuer, the
Trustee or the Guarantor may treat the holder of this Note or any Coupon as the
owner hereof or thereof for all


                                       15
<PAGE>


purposes, whether or not this Note or any Coupon 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 on any Coupon,
or otherwise in respect hereof or thereof, 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 such 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 and the Coupons 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
     and any Coupons 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 if published in such newspapers on different dates,
     on the date of the first such publication;


                                       16
<PAGE>


          (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 and the Coupons 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


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

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

-------------------------------------------------------------------------------
        (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>


                                [FORM OF COUPON]
                            SENIOR MEDIUM-TERM NOTE,
                             SERIES B, NO. _______

     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 UNITED STATES INTERNAL REVENUE
CODE.


                               ABN AMRO BANK N.V.
                           MEDIUM-TERM NOTE, SERIES B

                                     Coupon Number ______(5)
                                     [Interest Amount due in Specified Currency]
                                     Due _____________________

     Unless the Note to which this coupon appertains shall have been previously
redeemed or repaid, ABN AMRO BANK N.V. (the "Issuer") will, on the date set
forth herein, pay to bearer, upon surrender hereof at such agencies in such
places outside the United States as the Issuer may determine from time to time
(the "Paying Agents"), interest on the principal amount of such Note as
specified above (together with any additional amounts in respect thereof which
the Issuer may be required to pay according to the terms of such Note), in such
coin or currency as specified above as at the time of payment shall be legal
tender for the payment of public and private debts, except as specified in such
Note. Payment on this coupon shall be made, at the option of the bearer hereof
and subject to any applicable laws and regulations or procedures of the Paying
Agent, by a check mailed to an address outside the United States furnished by
such bearer or by wire transfer to an account maintained by the payee with a
bank located outside the United States, except as otherwise provided in such
Note.

                                           ABN AMRO BANK N.V.


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


---------
     (5) The Coupon number, the interest amount due in the specified currency
and due date should appear in the right-hand section of the face of the Coupon.


                                       19
<PAGE>


                                           ABN AMRO BANK N.V.


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



                                       20
<PAGE>


                              [REVERSE OF COUPON]
                   PRINCIPAL PAYING AGENT AND TRANSFER AGENT

                              JPMorgan Chase Bank
                        [The Chase Manhattan Bank House
                                   180 Strand
                                London WC2R 1EX
                                    England]




                                       21