EXHIBIT 4-i



                           [FORM OF FACE OF SECURITY]

                      Definitive Floating Rate Bearer Note

BEARER                                                     BEARER No. PGFL ____

     [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.
             DEFINITIVE MEDIUM-TERM NOTE, SERIES B (Floating Rate)
                               Floating Rate Note
                    Fully and Unconditionally Guaranteed by
                             ABN AMRO Holding N.V.

<TABLE>
----------------------------------------------------------------------------------------------------------
<S>                                <C>                                    <C>
ORIGINAL ISSUE DATE:               INTEREST ACCRUAL DATE:                 INTEREST PAYMENT DATE(S):
----------------------------------------------------------------------------------------------------------
MATURITY DATE:                     INITIAL INTEREST RATE:                 INTEREST PAYMENT PERIOD:
----------------------------------------------------------------------------------------------------------
BASE RATE:                         INITIAL INTEREST RESET                 INTEREST RESET PERIOD:
                                       DATE:
----------------------------------------------------------------------------------------------------------
INDEX MATURITY:                    MAXIMUM INTEREST RATE:                 INTEREST RESET DATE(S):
----------------------------------------------------------------------------------------------------------
SPREAD (PLUS OR MINUS):            MINIMUM INTEREST RATE:                 CALCULATION AGENT:
----------------------------------------------------------------------------------------------------------
SPREAD MULTIPLIER:                 INITIAL REDEMPTION DATE:               SPECIFIED CURRENCY:
----------------------------------------------------------------------------------------------------------
EUROCLEAR NO:                      INITIAL REDEMPTION                     INDEX CURRENCY:
                                       PERCENTAGE:
----------------------------------------------------------------------------------------------------------
CLEARSTREAM NO:                    ANNUAL REDEMPTION                      DESIGNATED CMT TELERATE
                                       PERCENTAGE REDUCTION:                  PAGE:
----------------------------------------------------------------------------------------------------------
COMMON CODE:                       OPTIONAL REPAYMENT                     DESIGNATED CMT MATURITY
                                       DATE(S):                               INDEX:
----------------------------------------------------------------------------------------------------------
ISIN:                              REDEMPTION NOTICE PERIOD:(3)           MINIMUM DENOMINATIONS:
----------------------------------------------------------------------------------------------------------
REPORTING SERVICE:                                                        EXCHANGE FOR REGISTERED
                                                                          NOTES: [NO](4)
----------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
----------------------------------------------------------------------------------------------------------
</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 to the bearer of the
coupons, if any, appertaining hereto, from and including the Interest Accrual
Date specified above at a rate per annum equal to the Initial Interest Rate
specified above until but excluding the Initial Interest Reset Date specified
above, and on and after at a rate per annum determined in accordance with the
provisions specified on the reverse hereof until but excluding the date such
principal amount is paid or duly

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

made available for payment. The Issuer will pay interest in arrears monthly,
quarterly, semiannually or annually as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing with the
first Interest Payment Date next succeeding the Interest Accrual Date specified
above, and on the Maturity Date specified above (or 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; and provided, further, that if an
Interest Payment Date (other than the Maturity Date or redemption or repayment
date) would fall on a day that is not a Business Day, as defined on the reverse
hereof, such Interest Payment Date shall be the following day that is a
Business Day, except that if the Base Rate specified above is LIBOR or EURIBOR
and such next Business Day falls in the next calendar month, such Interest
Payment Date shall be the immediately preceding day that is a Business Day; and
provided, further, that if the Maturity Date or redemption or repayment date
would fall on a day that is not a Business Day, the payment of principal,
premium, if any, and interest shall be made on the next succeeding Business Day
and no interest shall accrue for the period from and after such Maturity Date
or redemption or repayment 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 be payable only upon presentation and surrender 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) of the interest coupons hereto
attached as they severally mature.

     Payment of the principal of and premium, if any, on this Note, 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


                                       3
<PAGE>

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.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, neither this
Note nor any coupons appertaining hereto shall 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
and coupons bearing the facsimile signature of its ___________ to be annexed
hereto.

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>


                             [REVERSE OF SECURITY]

     This Note is one of a duly authorized issue of 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 and any coupons
appertaining thereto 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
appertaining hereto (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


                                       6
<PAGE>


specified on the face hereof until the redemption price of this Note is 100% of
the principal amount hereof, together with interest accrued and unpaid hereon
to the date of redemption (except as provided below). Notice of redemption to
holders of Notes shall be published in the manner set forth in "Notices" as
defined below, 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.

     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
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 unless
indicated otherwise on the face of this Note, provided that such Registered
Note shall be simultaneously surrendered for redemption or repayment, as the
case may be.

     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, together with all
unmatured coupons appertaining thereto, 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 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.


                                       7
<PAGE>

     This Note will bear interest at the rate determined in accordance with the
applicable provisions below by reference to the Base Rate shown on the face
hereof based on the Index Maturity, if any, shown on the face hereof (i) plus
or minus the Spread, if any, or (ii) multiplied by the Spread Multiplier, if
any, specified on the face hereof. Commencing with the Initial Interest Reset
Date specified on the face hereof, the rate at which interest on this Note is
payable shall be reset as of each Interest Reset Date specified on the face
hereof (as used herein, the term "Interest Reset Date" shall include the
Initial Interest Reset Date). The determination of the rate of interest at
which this Note will be reset on any Interest Reset Date shall be made on the
Interest Determination Date (as defined below) pertaining to such Interest
Reset Date. The Interest Reset Dates will be the Interest Reset Dates specified
on the face hereof; provided, however, that the interest rate in effect for the
period from the Interest Accrual Date to the Initial Interest Reset Date will
be the Initial Interest Rate. If any Interest Reset Date would otherwise be a
day that is not a Business Day (as defined below), such Interest Reset Date
shall be postponed to the next succeeding day that is a Business Day, except
that if the Base Rate specified on the face hereof is LIBOR or EURIBOR and such
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day.

     The Interest Determination Date pertaining to an Interest Reset Date for
Notes bearing interest calculated by reference to the CD Rate, Commercial Paper
Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the second Business
Day next preceding such Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to EURIBOR (or to LIBOR when the Index Currency is euros) shall be
the second TARGET Settlement Day preceding such Interest Reset Date. The
Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to LIBOR (other than for LIBOR Notes
for which the Index Currency is euros) shall be the second London Banking Day
preceding such Interest Reset Date except that the Interest Determination Date
pertaining to an Interest Reset Date for a LIBOR Note for which the Index
Currency is pounds sterling will be such Interest Reset Date. As used herein,
"London Banking Day" means any day on which dealings in deposits in the Index
Currency (as defined herein) are transacted in the London interbank market. The
Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to the Treasury Rate shall be the day
of the week in which such Interest Reset Date falls on which Treasury bills
normally would be auctioned; provided, however, that if as a result of a legal
holiday an auction is held on the Friday of the week preceding such Interest
Reset Date, the related Interest Determination Date shall be such preceding
Friday; and provided, further, that if an auction shall fall on any Interest
Reset Date, then the Interest Reset Date shall instead be the first Business
Day following the date of such auction.

     Unless otherwise specified on the face hereof, the "Calculation Date"
pertaining to an Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.


                                       8
<PAGE>

     Determination of CD Rate. If the Base Rate specified on the face hereof is
the "CD Rate," for any Interest Determination Date, the CD Rate with respect to
this Note shall be the rate on that date for negotiable certificates of deposit
having the Index Maturity specified on the face hereof as published by the
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates," or any successor publication of the Board
of Governors of the Federal Reserve System ("H.15(519)") under the heading "CDs
(Secondary Market)."

     The following procedures shall be followed if the CD Rate cannot be
determined as described above:

     (i) If the above rate is not published in H.15(519) by 9:00 a.m., New York
City time, on the Calculation Date, the CD Rate shall be the rate on that
Interest Determination Date set forth in the daily update of H.15(519),
available through the world wide website of the Board of Governors of the
Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any
successor site or publication ("H.15 Daily Update") for the Interest
Determination Date for certificates of deposit having the Index Maturity
specified on the face hereof, under the caption "CDs (Secondary Market)."

     (ii) If the above rate is not yet published in either H.15(519) or the
H.15 Daily Update by 3:00 p.m., New York City time, on the Calculation Date,
the Calculation Agent shall determine the CD Rate to be the arithmetic mean of
the secondary market offered rates as of 10:00 a.m., New York City time, on
that Interest Determination Date of three leading nonbank dealers in negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent (after consultation with the Issuer) for negotiable
certificates of deposit of major United States money center banks of the
highest credit standing in the market for negotiable certificates of deposit
with a remaining maturity closest to the Index Maturity specified on the face
hereof in an amount that is representative for a single transaction in that
market at that time.

     (iii) If the dealers selected by the Calculation Agent are not quoting as
described in (ii) above, the CD Rate shall remain the CD Rate for the
immediately preceding Interest Reset Period, or, if there was no Interest Reset
Period, the rate of interest payable shall be the Initial Interest Rate.

     Determination of Commercial Paper Rate. If the Base Rate specified on the
face hereof is the "Commercial Paper Rate," for any Interest Determination
Date, the Commercial Paper Rate with respect to this Note shall be the Money
Market Yield (as defined herein), calculated as described below, of the rate on
that date for commercial paper having the Index Maturity specified on the face
hereof, as that rate is published in H.15(519), under the heading "Commercial
Paper -- Nonfinancial."

     The following procedures shall be followed if the Commercial Paper Rate
cannot be determined as described above:


                                       9
<PAGE>

     (i) If the above rate is not published by 9:00 a.m., New York City time,
on the Calculation Date, then the Commercial Paper Rate shall be the Money
Market Yield of the rate on that Interest Determination Date for commercial
paper of the Index Maturity specified on the face hereof as published in the
H.15 Daily Update under the heading "Commercial Paper -- Nonfinancial."

     (ii) If by 3:00 p.m., New York City time, on that Calculation Date the
rate is not yet published in either H.15(519) or the H.15 Daily Update, then
the Calculation Agent shall determine the Commercial Paper Rate to be the Money
Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New
York City time, on that Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent
(after consultation with the Issuer) for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond rating
is "AA," or the equivalent, from a nationally recognized statistical rating
agency.

     (iii) If the dealers selected by the Calculation Agent are not quoting as
mentioned above, the Commercial Paper Rate for that Interest Determination Date
shall remain the Commercial Paper Rate for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of interest
payable shall be the Initial Interest Rate.

     The "Money Market Yield" shall be a yield calculated in accordance with
the following formula:

                                         D x 360
              Money Market Yield =   ---------------   x 100
                                      360 - (D x M)

where "D" refers to the applicable per year rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.

     Determination of EURIBOR Notes. If the Base Rate specified on the face
hereof is "EURIBOR," for any Interest Determination Date, EURIBOR with respect
to this Note shall be the rate for deposits in euros as sponsored, calculated
and published jointly by the European Banking Federation and ACI - The
Financial Market Association, or any company established by the joint sponsors
for purposes of compiling and publishing those rates, for the Index Maturity
specified on the face hereof as that rate appears on the display on Bridge
Telerate, Inc., or any successor service, on page 248 or any other page as may
replace page 248 on that service ("Telerate Page 248") as of 11:00 a.m.
(Brussels time).

     The following procedures shall be followed if the rate cannot be
determined as described above:

     (i) If the above rate does not appear, the Calculation Agent shall request
the principal Euro-zone office of each of four major banks in the Euro-zone
interbank market, as selected by the


                                      10
<PAGE>

Calculation Agent (after consultation with the Issuer) to provide the
Calculation Agent with its offered rate for deposits in euros, at approximately
11:00 a.m. (Brussels time) on the Interest Determination Date, to prime banks
in the Euro-zone interbank market for the Index Maturity specified on the face
hereof commencing on the applicable Interest Reset Date, and in a principal
amount not less than the equivalent of U.S.$1 million in euro that is
representative of a single transaction in euro, in that market at that time. If
at least two quotations are provided, EURIBOR shall be the arithmetic mean of
those quotations.

     (ii) If fewer than two quotations are provided, EURIBOR shall be the
arithmetic mean of the rates quoted by four major banks in the Euro-zone, as
selected by the Calculation Agent (after consultation with the Issuer) at
approximately 11:00 a.m. (Brussels time), on the applicable Interest Reset Date
for loans in euro to leading European banks for a period of time equivalent to
the Index Maturity specified on the face hereof commencing on that Interest
Reset Date in a principal amount not less than the equivalent of U.S.$1 million
in euro.

     (iii) If the banks so selected by the Calculation Agent are not quoting as
described in (ii) above, the EURIBOR rate in effect for the applicable period
shall be the same as EURIBOR for the immediately preceding Interest Reset
Period, or, if there was no Interest Reset Period, the rate of interest payable
shall be the Initial Interest Rate.

     "Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community (the "EC"), as amended by the treaty on European Union
(as so amended, the "Treaty").

     Determination of the Federal Funds Rates. If the Base Rate specified on
the face hereof is the "Federal Funds Rate," for any Interest Determination
Date, the Federal Funds Rate with respect to this Note shall be the rate on
that date for federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or any
successor service, on page 120 or any other page as may replace page 120 on
that service ("Telerate Page 120").

     The following procedures shall be followed if the Federal Funds Rate
cannot be determined as described above:

     (i) If the above rate is not published by 9:00 a.m., New York City time,
on the Calculation Date, the Federal Funds Rate shall be the rate on that
Interest Determination Date as published in the H.15 Daily Update under the
heading "Federal Funds/Effective Rate."

     (ii) If that rate is not yet published in either H.15(519) or the H.15
Daily Update by 3:00 p.m., New York City time, on the Calculation Date, the
Calculation Agent shall determine the Federal Funds Rate to be the arithmetic
mean of the rates for the last transaction in overnight federal funds by each
of three leading brokers of federal funds transactions in The City of New York
selected by the Calculation Agent (after consultation with the Issuer) prior to
9:00 a.m., New York City time, on that Interest Determination Date.


                                      11
<PAGE>

     (iii) If the brokers selected by the Calculation Agent are not quoting as
mentioned above, the Federal Funds Rate relating to that Interest Determination
Date shall remain the Federal Funds Rate for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of interest
payable shall be the Initial Interest Rate.

     Determination of LIBOR. If the Base Rate specified on the face hereof is
"LIBOR," LIBOR with respect to this Note shall be based on London interbank
offered rate. The Calculation Agent shall determine "LIBOR" for each Interest
Determination Date as follows:

     (i) As of the Interest Determination Date, LIBOR shall be either: (a) if
"LIBOR Reuters" is specified as the Reporting Service on the face hereof, the
arithmetic mean of the offered rates for deposits in the Index Currency having
the Index Maturity designated on the face hereof, commencing on the second
London Banking Day immediately following that Interest Determination Date, that
appear on the Designated LIBOR Page, as defined below, as of 11:00 a.m., London
time, on that Interest Determination Date, if at least two offered rates appear
on the Designated LIBOR Page; except that if the specified Designated LIBOR
Page, by its terms provides only for a single rate, that single rate shall be
used; or (b) if "LIBOR Telerate" is specified as the Reporting Service on the
face hereof, the rate for deposits in the Index Currency having the Index
Maturity designated on the face hereof, commencing on the second London Banking
Day immediately following that Interest Determination Date or, if pounds
sterling is the Index Currency, commencing on that Interest Determination Date,
that appears on the Designated LIBOR Page at approximately 11:00 a.m., London
time, on that Interest Determination Date.

     (ii) If (a) fewer than two offered rates appear and LIBOR Reuters is
specified on the face hereof, or (b) no rate appears and the face hereof
specifies either (x) LIBOR Telerate or (y) LIBOR Reuters and the Designated
LIBOR Page by its terms provides only for a single rate, then the Calculation
Agent shall request the principal London offices of each of four major
reference banks in the London interbank market, as selected by the Calculation
Agent (after consultation with the Issuer) to provide the Calculation Agent
with its offered quotation for deposits in the Index Currency for the period of
the Index Maturity specified on the face hereof commencing on the second London
Banking Day immediately following the Interest Determination Date or, if pounds
sterling is the Index Currency, commencing on that Interest Determination Date,
to prime banks in the London interbank market at approximately 11:00 a.m.,
London time, on that Interest Determination Date and in a principal amount that
is representative of a single transaction in that Index Currency in that market
at that time.

     (iii) If at least two quotations are provided, LIBOR determined on that
Interest Determination Date shall be the arithmetic mean of those quotations.
If fewer than two quotations are provided, LIBOR shall be determined for the
applicable Interest Reset Date as the arithmetic mean of the rates quoted at
approximately 11:00 a.m., London time, or some other time specified on the face
hereof, in the applicable principal financial center for the country of the
Index Currency on that Interest Reset Date, by three major banks in that
principal financial center selected by the


                                      12
<PAGE>

Calculation Agent (after consultation with the Issuer) for loans in the Index
Currency to leading European banks, having the Index Maturity specified on the
face hereof and in a principal amount that is representative of a single
transaction in that Index Currency in that market at that time.

     (iv) If the banks so selected by the Calculation Agent are not quoting as
described in (iii) above, LIBOR in effect for the applicable period shall be
the same as LIBOR for the immediately preceding Interest Reset Period, or, if
there was no Interest Reset Period, the rate of interest payable shall be the
Initial Interest Rate.

     The "Index Currency" means the currency specified on the face hereof as
the currency for which LIBOR shall be calculated, or, if the euro is
substituted for that currency, the Index Currency shall be the euro. If that
currency is not specified on the face hereof, the Index Currency shall be U.S.
dollars.

     "Designated LIBOR Page" means either: (a) if LIBOR Reuters is designated
as the Reporting Service on the face hereof, the display on the Reuters Monitor
Money Rates Service for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency or its designated successor, or
(b) if LIBOR Telerate is designated as the Reporting Service on the face
hereof, the display on Bridge Telerate Inc., or any successor service, on the
page specified on the face hereof, or any other page as may replace that page
on that service, for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.

     If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR for the applicable Index Currency shall be determined as if LIBOR
Telerate were specified, and, if the U.S. dollar is the Index Currency, as if
Page 3750, had been specified.

     Determination of Prime Rate. If the Base Rate specified on the face hereof
is "Prime Rate," for any Interest Determination Date, the Prime Rate with
respect to this Note shall be the rate on that date as published in H.15(519)
under the heading "Bank Prime Loan."

     The following procedures shall be followed if the Prime Rate cannot be
determined as described above:

     (i) If the rate is not published prior to 9:00 a.m., New York City time,
on the Calculation Date, then the Prime Rate shall be the rate on that Interest
Determination Date as published in H.15 Daily Update under the heading "Bank
Prime Loan."

     (ii) If the rate is not published prior to 3:00 p.m., New York City time,
on the Calculation Date in either H.15(519) or the H.15 Daily Update, then the
Calculation Agent shall determine the Prime Rate to be the arithmetic mean of
the rates of interest publicly announced by each bank that appears on the
Reuters Screen USPRIME 1 Page, as defined below, as that bank's Prime Rate or
base lending rate as in effect for that Interest Determination Date.


                                      13
<PAGE>

     (iii) If fewer than four rates appear on the Reuters Screen USPRIME 1 Page
for that Interest Determination Date, the Calculation Agent shall determine the
Prime Rate to be the arithmetic mean of the Prime Rates quoted on the basis of
the actual number of days in the year divided by 360 as of the close of
business on that Interest Determination Date by at least three major banks in
The City of New York selected by the Calculation Agent (after consultation with
the Issuer).

     (iv) If the banks selected are not quoting as described in (iii) above,
the Prime Rate shall remain the Prime Rate for the immediately preceding
Interest Reset Period, or, if there was no Interest Reset Period, the rate of
interest payable shall be the Initial Interest Rate.

     "Reuters Screen USPRIME 1 Page" means the display designated as page
"USPRIME 1" on the Reuters Monitor Money Rates Service, or any successor
service, or any other page as may replace the USPRIME 1 Page on that service
for the purpose of displaying prime rates or base lending rates of major United
States banks.

     Determination of Treasury Rate. If the Base Rate specified on the face
hereof is "Treasury Rate," the Treasury Rate with respect to this Note shall
be:

     (i) the rate from the Auction held on the applicable Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof as
that rate appears under the caption "INVESTMENT RATE" on the display on Bridge
Telerate, Inc., or any successor service, on page 56 or any other page as may
replace page 56 on that service ( "Telerate Page 56") or page 57 or any other
page as may replace page 57 on that service ( "Telerate Page 57"); or

     (ii) if the rate described in (i) above is not published by 3:00 p.m., New
York City time, on the Calculation Date, the Bond Equivalent Yield of the rate
for the applicable Treasury Bills as published in the H.15 Daily Update, or
other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption "U.S. Government Securities/Treasury
Bills/Auction High;" or

     (iii) if the rate described in (ii) above is not published by 3:00 p.m.,
New York City time, on the related Calculation Date, the Bond Equivalent Yield
of the Auction rate of the applicable Treasury Bills, announced by the United
States Department of the Treasury; or

     (iv) in the event that the rate described in (iii) above is not announced
by the United States Department of the Treasury, or if the Auction is not held,
the Bond Equivalent Yield of the rate on the applicable Interest Determination
Date of Treasury Bills having the Index Maturity specified on the face hereof
published in H.15(519) under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market;" or

     (v) if the rate described in (iv) above is not so published by 3:00 p.m.,
New York City time, on the related Calculation Date, the rate on the applicable
Interest Determination Date of the


                                      14
<PAGE>

applicable Treasury Bills as published in H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market;" or

     (vi) if the rate described in (v) above is not so published by 3:00 p.m.,
New York City time, on the related Calculation Date, the rate on the applicable
Interest Determination Date calculated by the Calculation Agent as the Bond
Equivalent Yield of the arithmetic mean of the secondary market bid rates, as
of approximately 3:30 p.m., New York City time, on the applicable Interest
Determination Date, of three primary United States government securities
dealers, which may include the agent or its affiliates, selected by the
Calculation Agent, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified on the face hereof; or

     (vii) if the dealers selected by the Calculation Agent are not quoting as
described in (vi), the Treasury Rate for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of interest
payable shall be the Initial Interest Rate.

     The "Bond Equivalent Yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:

                                           D x N
              Bond Equivalent Yield =  ------------- x 100
                                       360 - (D x M)

where "D" refers to the applicable per annum rate for Treasury Bills quoted on
a bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest
is being calculated.

     Determination of CMT Rate. If the Base Rate specified on the face hereof
is the "CMT Rate," for any Interest Determination Date, the CMT Rate with
respect to this Note shall be the rate displayed on the Designated CMT Telerate
Page (as defined below) under the caption "... Treasury Constant Maturities ...
Federal Reserve Board Release H.15... Mondays Approximately 3:45 p.m.," under
the column for the Designated CMT Maturity Index, as defined below, for:

     (1) the rate on that Interest Determination Date, if the Designated CMT
Telerate Page is 7051; and

     (2) the week or the month, as applicable, ended immediately preceding the
week in which the related Interest Determination Date occurs, if the Designated
CMT Telerate Page is 7052.

     The following procedures shall be followed if the CMT Rate cannot be
determined as described above:

     (i) If that rate is no longer displayed on the relevant page, or if not
displayed by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate shall be the Treasury


                                      15
<PAGE>

Constant Maturity rate for the Designated CMT Maturity Index as published in
the relevant H.15(519).

     (ii) If the rate described in (i) is no longer published, or if not
published by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate shall be the Treasury Constant Maturity Rate for the
Designated CMT Maturity Index or other United States Treasury rate for the
Designated CMT Maturity Index on the Interest Determination Date as may then be
published by either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519).

     (iii) If the information described in (ii) is not provided by 3:00 p.m.,
New York City time, on the related Calculation Date, then the Calculation Agent
shall determine the CMT Rate to be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately 3:30
p.m., New York City time, on the Interest Determination Date, reported,
according to their written records, by three leading primary United States
government securities dealers ("Reference Dealers") in The City of New York,
which may include an agent or other affiliates of the Issuer, selected by the
Calculation Agent as described in the following sentence. The Calculation Agent
shall select five reference dealers (after consultation with the Issuer) and
shall eliminate the highest quotation or, in the event of equality, one of the
highest, and the lowest quotation or, in the event of equality, one of the
lowest, for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to
maturity of not less than that Designated CMT Maturity Index minus one year. If
two Treasury Notes with an original maturity as described above have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the
quotes for the Treasury Note with the shorter remaining term to maturity shall
be used.

     (iv) If the Calculation Agent cannot obtain three Treasury Notes
quotations as described in (iii) above, the Calculation Agent shall determine
the CMT Rate to be a yield to maturity based on the arithmetic mean of the
secondary market offer side prices as of approximately 3:30 p.m., New York City
time, on the Interest Determination Date of three reference dealers in The City
of New York, selected using the same method described in (iii) above, for
Treasury Notes with an original maturity equal to the number of years closest
to but not less than the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an amount of at
least $100,000,000.

     (v) If three or four (and not five) of the reference dealers are quoting
as described in (iv) above, then the CMT Rate shall be based on the arithmetic
mean of the offer prices obtained and neither the highest nor the lowest of
those quotes shall be eliminated.

     (vi) If fewer than three reference dealers selected by the Calculation
Agent are quoting as described in (iv) above, the CMT Rate shall be the CMT
Rate for the immediately preceding Interest


                                      16
<PAGE>

Reset Period, or, if there was no Interest Reset Period, the rate of interest
payable shall be the Initial Interest Rate.

     "Designated CMT Telerate Page" means the display on Bridge Telerate, Inc.,
or any successor service, on the page designated on the face hereof or any
other page as may replace that page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.

     "Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10, 20 or 30
years, specified in an applicable pricing supplement for which the CMT Rate
shall be calculated. If no maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be two years.

     Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. The interest rate on this Note will in no event
be higher than the maximum rate permitted by New York law, as the same may be
modified by United States Federal law of general application.

     At the request of the holder hereof, the Calculation Agent will provide to
the holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that will become effective as of the next Interest Reset
Date.

     Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Accrued interest hereon
shall be an amount calculated by multiplying the principal amount hereof shown
on Schedule A hereto by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the period for which interest is being paid. Unless otherwise specified on
the face hereof, the interest factor for each such date shall be computed by
dividing the interest rate applicable to such day by 360 if the Base Rate is CD
Rate, Commercial Paper Rate, EURIBOR, Federal Funds Rate, Prime Rate or LIBOR,
except if the Base Rate is LIBOR and this Note is denominated in pounds
sterling, as specified on the face hereof; (i) by 360 if the Base Rate is CD
Rate, Commercial Paper Rate, EURIBOR, Federal Funds Rate, Prime Rate or LIBOR
(except if the Index Currency is pounds sterling); (ii) by 365 if the Base Rate
is LIBOR and the Index Currency is pounds sterling; or (iii) by the actual
number of days in the year if the Base Rate is the Treasury Rate or the CMT
Rate. All percentages resulting from any calculation of the rate of interest on
this Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point (.0000001), with five one-millionths of a percentage
point rounded upward, and all dollar amounts used in or resulting from such
calculation on this Note will be rounded to the nearest cent (with one-half
cent rounded upward). The interest rate in effect on any Interest Reset Date
will be the applicable rate as reset on such date. The interest rate applicable
to


                                      17
<PAGE>

any other day is the interest rate from the immediately preceding Interest
Reset Date (or, if none, the Initial Interest Rate).

     This Note and the coupons appertaining hereto 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, unless otherwise indicated on the face hereof,
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 appertaining hereto 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 appertaining hereto) will be exchanged for two or more
Definitive Bearer Notes (if this Note is issuable in more than one authorized
denomination) or for a Registered Note, in each case, 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 Federal income tax consequences to the Issuer under then applicable
United States federal income tax laws.

     The date of any Registered Note delivered upon any exchange of this Note
shall be such that no gain or loss of interest results from such exchange.

     In case this Note or any coupons appertaining thereto 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


                                      18
<PAGE>

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 the Note, or in lieu of the Note so destroyed or
lost or stolen, with coupons corresponding to the coupons appertaining to the
Note so mutilated, defaced, destroyed, lost or stolen, or in exchange for the
Note to which such mutilated, defaced, destroyed, lost or stolen coupon
appertained, with coupons appertaining thereto corresponding to the coupons so
mutilated, defaced, destroyed, lost or stolen, but, if this Note or coupon is
destroyed, lost or stolen, only upon receipt of evidence satisfactory to the
Trustee, the Issuer and the Guarantor that this Note or coupon 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 and coupons shall be borne by the owner of the Note or the coupons
mutilated, defaced, destroyed, lost or stolen.

     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, 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 coupons
appertaining thereto 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 coupons appertaining thereto 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


                                      19
<PAGE>

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, 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 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 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 coupons appertaining thereto 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)


                                      20
<PAGE>

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 any coupons appertaining
hereto 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 coupons appertaining hereto to be then due and payable. In the
event the Issuer or Guarantor, as the case may be, elects to pay any additional
amounts pursuant to this paragraph, the Issuer or 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 will not be reduced for applicable withholding
taxes. If the Issuer or 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 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 coupons appertaining
hereto 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 in any such coupon appertaining hereto to be then due and payable.
The Issuer or 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 any coupons appertaining hereto 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


                                      21
<PAGE>

     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 coupons appertaining hereto;

          (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 or
     any coupons appertaining hereto, 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 coupons appertaining thereto 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


                                      22
<PAGE>

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.

     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 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 EC, as amended by the
Treaty. Any payment made under such circumstances in U.S. dollars or euro where
the required payment is in an


                                      23
<PAGE>

unavailable Specified Currency will not constitute an Event of Default. If such
Market Exchange Rate is not then available to the Issuer or the Guarantor, as
the case may be, 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.

     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.


                                      24
<PAGE>

     No provision of this Note or any coupons appertaining hereto 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 coupons appertaining hereto.

     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 coupons
appertaining hereto as the absolute owner thereof for all purposes, whether or
not this Note or such 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
appertaining hereto, 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 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 appertaining hereto shall for all purposes be
governed by, and construed in accordance with, the laws of the State of New
York.

     As used herein:

          (a) As used herein, "Business Day" means any day, other than a
     Saturday or Sunday, (a) that is neither a legal holiday nor a day on which
     banking institutions are authorized or required by law or regulation to
     close (x) in The City of New York or 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 appertaining thereto 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


                                      25
<PAGE>

     London or, if publication in London is not practical, in an English
     language newspaper with general circulation in Western Europe. 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;

          (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 or the coupons appertaining hereto which
are defined in the Indenture and not otherwise defined herein shall have the
meanings assigned to them in the Indenture.


                                      26
<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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-------------------------------------------------------------------------------

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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:
      ---------------------------------      ----------------------------------



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