Untitled Document


EXHIBIT 4.2

 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING
  OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
  DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE
  FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
  NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
  TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
  DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
  TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT
  IN SUCH LIMITED  CIRCUMSTANCES.  

 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
  YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
  AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
  OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
  COMPANY AND ANY PAYMENT HEREON MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
  OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
  THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

	REGISTERED

      No. FXR ___________ 
	 REGISTERED
      

       CUSIP 51803X 0_________ 



 

 LASALLE FUNDING LLC 
  

  LASALLENOTESSM 

  Unconditionally Guaranteed by  

  ABN AMRO BANK N.V. AND ABN AMRO HOLDING N.V.
   

 
  THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH ON THE
  REVERSE HEREOF:  

	PRINCIPAL AMOUNT:	 	 
	 	 	 
	ORIGINAL ISSUE DATE:	INTEREST RATE:	MATURITY DATE:
	 	 	 
	ORIGINAL ISSUE DISCOUNT NOTE:	TOTAL AMOUNT OF OID:	 
	 	 	 
	ISSUE PRICE: (expressed as a percentage
      of aggregate principal amount):	 
	o
      Yes      o No	 	 
	 	 	 
	INTEREST PAYMENT DATES (check	 	 
	one if applicable)	 	 
	 	 	 
	o    
      Monthly       	 o
          Quarterly	 	 
	o     Semi-annual 
      	o    Annual 	 	 
	 	 	 
	REDEMPTION DATE(S) (including	REDEMPTION PRICE(S):
	any applicable regular or special
      record	 	 
	dates):	 	 
	 	 	 
	REPAYMENT DATE(S) (including any	REPAYMENT PRICE(S)
	applicable regular or special record
      dates):	 	 
	 	 	 
	SURVIVOR’S OPTION:	 	 
	 	 	 
	o    
      Yes     o    
      No	 	 
	 	 	 
	 	 	 






      LASALLE FUNDING LLC,
  a limited liability company organized and existing under the laws of Delaware
  (the “Issuer”), which term includes any successor Person under the
  Indenture, for value received, hereby promises to pay to Cede & Co., as
  nominee for The Depository Trust Company, or registered assigns, the Principal
  Amount stated above on the Maturity Date shown above, and to pay interest, other
  than on a zero-coupon Note, on each payment date and at maturity as follows:


	in the case of a Note that provides for monthly
    interest payments, the Interest Payment Dates shall be the fifteenth day of
    each calendar month (or, if not a Business Day, the next succeeding Business
    Day), commencing the first succeeding calendar month following the month in
    which the Note is issued;

    

  
	in the case of a Note that provides for quarterly
    interest payments, the Interest Payment Dates shall be the fifteenth day of
    every third month (or, if not a Business Day, the next succeeding Business
    Day), commencing in the third succeeding calendar month following the month
    in which the Note is issued;

    

  
	in the case of a Note that provides for semi-annual
    interest payments, the Interest Payment Dates shall be the fifteenth day of
    each sixth month (or, if not a Business Day, the next succeeding Business
    Day), commencing in the sixth succeeding calendar month following the month
    in which the Note is issued; and

    

    
	in the case of a Note that provides for annual
    interest payments, the Interest Payment Date shall be the fifteenth day of
    every twelfth month (or, if not a Business Day, the next succeeding Business
    Day), commencing in the twelfth succeeding calendar month following the month
    of the Original Issue Date.


 Interest will be payable to the person in whose
  name a Note is registered at the close of business on the Record Date next preceding
  each Interest Payment Date; provided, however, that interest payable at maturity
  or upon redemption, repayment or declaration will be payable to the person to
  whom principal is payable. The first payment of interest on any Note originally
  issued between a Record Date and an Interest Payment Date will be made on the
  Interest Payment Date following the next succeeding Record Date to the registered
  owner of such Note on such next succeeding Record Date. If the Interest Payment
  Date or the Maturity for any Note falls on a day that is not a Business Day,
  the payment of principal and interest may be made on the next succeeding Business
  Day, and no interest on such payment shall accrue for the period from such Interest
  Payment Date or Maturity, as the case may be. Unless the applicable pricing
  supplement states otherwise, interest on the Notes will be computed on the basis
  of a 360-day year of twelve 30-day months.  

 
  Payments of principal and interest on this Note will be made in United States
  dollars. Payment of the principal of and interest on this Note due at Maturity
  will be made in immediately available funds, provided that this Note
  is presented to the Trustee in time for the Trustee to make such payment in
  accordance with its normal procedures.  

 2 





 
 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, directly or through an Authenticating Agent,
  by manual signature of an authorized signatory, this Note shall not be entitled
  to any benefit under the Indenture or be valid or obligatory for any purpose.
   

 
  IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed
  under its corporate seal.

	Dated: 	LASALLE FUNDING LLC 

      By: _______________________________

        Name: _______________________________

        Title: _______________________________ 



 

 TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 This is one of the Notes of the series designated
  therein

  referred to in the within-mentioned Indenture.  

 BNY MIDWEST TRUST COMPANY, 

        As Trustee  

 By:_________________________________

                      Authorized
  Officer  

  

 3 





 REVERSE OF NOTE  

 LASALLE FUNDING LLC 
  

  LASALLENOTESSM
  

  Unconditionally Guaranteed by  

  ABN AMRO BANK N.V. AND ABN AMRO HOLDING N.V.
   

 1.
  General.
  This Note (herein called the “Notes”) is one of a duly authorized
  issue of securities of LASALLE FUNDING LLC (herein called the “Issuer”)
  and unconditionally guaranteed, jointly and severally, by ABN AMRO BANK N.V.
  and ABN AMRO Holding N.V. (herein called the “Guarantors”), issued
  and to be issued in one or more series under an Indenture dated as of June 15,
  2003, between the Issuer, ABN AMRO Bank N.V. and BNY Midwest Trust Company,
  as Trustee (herein called the “Trustee”, which term includes any successor
  Trustee under the Indenture) as supplemented by the First Supplemental Indenture,
  dated as of September 24, 2003, between the Issuer, the Guarantors and the Trustee
  (as so supplemented and as further 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 thereunder of the Issuer, the Trustee and the Holders of the
  Notes and of the terms upon which the Notes are, and are to be, authenticated
  and delivered. The Notes of this series may bear different dates, mature at
  different times and bear interest at different rates. The Notes of this series
  may be issued from time to time in an aggregate principal amount of up to $2,500,000,000
  (including in such amount the offering price of any such Notes sold at a discount),
  which amount may be increased if duly authorized by the Issuer.  

 
  2. Interest Payments.
  Interest payments on this Note will include interest accrued from and including
  the last date in respect of which interest has been paid or duly provided for
  (or from and including the Original Issue Date if no interest has been paid
  or provided for) to but excluding the Interest Payments Dates or the Maturity
  Date, as the case may be. 

 
  3. Redemption at the Option of the Issuer.
  Unless one or more Redemption Dates is specified on the face hereof, this Note
  shall not be redeemable at the option of the Issuer before the Maturity Date
  specified on the face hereof. If one or more Redemption Dates is so specified,
  this Note is subject to redemption on any such date (or during any range of
  Redemption Dates) at the option of the Issuer, upon notice by first-class mail,
  mailed not less than 30 days nor more than 60 days prior to the date fixed for
  redemption specified in such notice, at the applicable Redemption Price specified
  on the face hereof (expressed as a percentage of the principal amount of this
  Note), together in the case of any such redemption with accrued interest to
  the Redemption Date, but interest installments whose Stated Maturity is prior
  to the Redemption Date will be payable to the Holder of this Note, or one or
  more predecessor Notes, of record at the close of business on the relevant Record
  Dates referred to on the face hereof, all as provided in the Indenture. The
  Issuer may elect to redeem less than the entire principal amount hereof, provided
  that the principal amount, if any, of this Note that remains outstanding after
  such  

  

 4 





 redemption is U.S. $1,000 or any integral multiple
  of U.S. $1,000 in excess thereof (an “Authorized Denomination”). 


      4. Repayment
  at the Option of the Holder. Unless one
  or more Repayment Dates is specified on the face hereof, this Note shall not
  be repayable at the option of the Holder on any date prior to the Maturity Date
  specified on the face hereof, other than in connection with any applicable Survivor’s
  Option (defined below). If one or more Repayment Dates is so specified, this
  Note is subject to repayment on any such date at the option of the Holder at
  the applicable Repayment Price specified on the face hereof (expressed as a
  percentage of the principal amount of this Note), together in the case of any
  such repayment with accrued interest to the Repayment Date, but interest installments
  whose Stated Maturity is prior to the Repayment Date will be payable to the
  Holder of this Note, or one or more predecessor Notes, of record at the close
  of business on the relevant Record Dates referred to on the face hereof, all
  as provided in the Indenture. In order for a Note to be repaid at the option
  of the Holder, the Trustee must receive, at the principal office of its Corporate
  Trust Department in the City of Chicago, at least 30 but not more than 45 days
  prior to the Repayment Date on which this Note is to be repaid, this Note with
  the Option to Elect Repayment notice completed. Once this Note is delivered
  for repayment, the Holder may not revoke its exercise of the repayment option.
  A Holder may exercise the repayment option for less than the entire principal
  amount of the Note provided that the principal amount of the Note remaining
  outstanding after repayment is an Authorized Denomination.  

      5. Repayment
  Upon Death. If the Survivor’s Option
  is affirmatively specified on the face hereof, the Holder of the Note shall
  have the right to require Issuer to repay a Note prior to its maturity date
  upon the death of the beneficial owner of the Note as described below. The Issuer
  calls this right the “Survivor’s Option.”  

      Upon exercise of the
  Survivor’s Option, the Issuer will, at its option, either repay or purchase
  any Note properly delivered for repayment by or on behalf of the person that
  has authority to act on behalf of the deceased beneficial owner of the Note
  at a price equal to the sum of:  

	100% of the principal amount of such Note (or,
    for zero-coupon Notes, the amortized face amount of such Notes on the date
    of such repayment), and

    

  
	accrued and unpaid interest, if any, to the date
    of such repayment,

     subject to the following limitations. 
    

  


      The Survivor’s
  Option may not be exercised until at least 12 months following the date of original
  issue of the applicable Notes. In addition, the Issuer may limit the aggregate
  principal amount of Notes as to which the Survivor’s Option may be exercised
  as follows:  

	In any calendar year, the Issuer may limit the
    aggregate principal amount to the greater of 1% of the outstanding aggregate
    principal amount of the Notes as of

  


 5 






   December 31 of the most recently completed
    year or $1,000,000. The Issuer calls this limitation the “annual put
    limitation.”  



	For any individual deceased beneficial owner of
    Notes, the Issuer may limit the aggregate principal amount to $200,000 for
    any calendar year. The Issuer calls this limitation the “individual put
    limitation.” 


      The Issuer will not
  make principal repayments pursuant to the exercise of the Survivor’s Option
  in amounts that are less than $1,000. If the limitations described above would
  result in the partial repayment of any Note, the principal amount of the Note
  remaining outstanding after repayment must be at least $1,000.  

      Each Note delivered
  pursuant to a valid exercise of the Survivor’s Option will be accepted
  promptly in the order all such Notes are delivered, unless the acceptance of
  that Note would contravene the annual put limitation or the individual put limitation.
  If, as of the end of any calendar year, the aggregate principal amount of Notes
  that have been accepted pursuant to exercise of the Survivor’s Option during
  that year has not exceeded the annual put limitation for that year, any Notes
  not accepted during that calendar year because of the individual put limitation
  will be accepted in the order all such Notes were delivered, to the extent that
  any such acceptance would not trigger the annual put limitation for such calendar
  year.  

      Any Note accepted
  for repayment pursuant to exercise of the Survivor’s Option will be repaid
  no later than the first June 15 or December 15 to occur at least 20 calendar
  days after the date of acceptance. If that date is not a Business Day, payment
  will be made on the next succeeding Business Day. Each Note delivered for repayment
  that is not accepted in any calendar year due to the application of the annual
  put limitation or the individual put limitation will be deemed to be delivered
  in the following calendar year in the order in which all such Notes are originally
  delivered, unless any such Note is withdrawn by the representative for the deceased
  beneficial owner prior to its repayment. Other than as described in the immediately
  preceding sentence, Notes delivered upon exercise of the Survivor’s Option
  may not be withdrawn. In the event that a Note delivered for repayment pursuant
  to valid exercise of the Survivor’s Option is not accepted, the Trustee
  will deliver a notice by first-class mail to the registered Holder that states
  the reason that the Note has not been accepted for repayment. Following receipt
  of such notice from the Trustee, the representative for the deceased beneficial
  owner may withdraw any such Note and the exercise of the Survivor’s Option.
   

      Subject to the foregoing,
  in order to validly exercise a Survivor’s Option, the Trustee must receive
  from the representative of the deceased beneficial owner:  

	a written request for repayment signed by the
    representative, with the signature guaranteed by a member firm of a registered
    national securities exchange or of the National Association of Securities
    Dealers, Inc. (“NASD”) or a commercial bank or trust company having
    an office or correspondent in the United States;

    

  
	appropriate evidence satisfactory to the Trustee
    that the representative has authority to act on behalf of the deceased beneficial
    owner, the death of such beneficial owner 


 6 






   has occurred and the deceased was the beneficial
    owner of the Note at the time of death;  



	if applicable, a properly executed assignment
    or endorsement; and

    

  
	if the beneficial interest in the Note is held
    by a nominee of the deceased beneficial owner, a certificate satisfactory
    to the Trustee from such nominee attesting to the deceased’s ownership
    of a beneficial interest in the Note.


      Subject to the annual
  put limitation and the individual put limitation, all questions as to the eligibility
  or validity of any exercise of the Survivor’s Option will be determined
  by the Trustee in its sole discretion. The Trustee’s determination will
  be final and binding on all parties.  

      The death of a person
  owning a Note in joint tenancy or tenancy by the entirety will be deemed the
  death of the beneficial owner of the Note, and the entire principal amount of
  the Note so held will be subject to the Survivor’s Option. The death of
  a person owning a Note by tenancy in common will be deemed the death of the
  beneficial owner of a Note only with respect to the deceased Holder’s interest
  in the Note so held by tenancy in common. However, if a Note is held by husband
  and wife as tenants in common, the death of either will be deemed the death
  of the beneficial owner of the Note, and the entire principal amount of the
  Note so held will be subject to the Survivor’s Option. The death of a person
  who, during his or her lifetime, was entitled to substantially all of the beneficial
  interests of ownership of a Note will be deemed the death of the beneficial
  owner for purposes of the Survivor’s Option, regardless of the registered
  Holder, if such beneficial interest can be established to the satisfaction of
  the Trustee. Such beneficial interest will be deemed to exist in typical cases
  of nominee ownership, ownership under the Uniform Gifts to Minors Act, community
  property or other joint ownership arrangements between a husband and wife and
  trust arrangements where one person has substantially all of the beneficial
  ownership interest in the Note during his or her lifetime.  

      6. Events
  of Default. If an Event of Default with
  respect to Notes of this series shall occur and be continuing, the principal
  of the Notes of this series may be declared due and payable in the manner and
  with the effect provided in the Indenture. 

       7.
  Supplemental Indentures.
  The Indenture permits, with certain exceptions as therein provided, supplemental
  indentures with and without the consent of the Holder that modifies the rights
  and obligations of the Issuer, the Guarantors and the Holders of the Notes.
  The Indenture provides that with the consent of the Holders of not less than
  a majority in aggregate principal amount of the Securities at the time Outstanding
  of all series affected by such supplemental indenture (voting as one class),
  the Issuer, when authorized by a resolution of its Managing Member, and the
  Guarantors, when authorized by a resolution of their respective Boards of Directors,
  and the Trustee may, from time to time and at any time, enter into an indenture
  or indentures supplemental hereto for the purpose of adding any provisions to
  or changing in any manner or eliminating any of the provisions of the Indenture
  or of any supplemental indenture or of modifying in any manner the rights of
  the Holders of the Securities of each such series or of the Coupons appertaining
  to such Securities.  

 7 





       8.
  Obligation to Pay Absolute.
  No reference herein to the Indenture and no provision of the Note or of the
  Indenture shall alter or impair the obligation of the Issuer and Guarantors,
  which is absolute and unconditional, to pay the principal of (and premium, if
  any) and interest on this Note at the time, places and rate, and in the coin
  or currency, herein prescribed. However, the Indenture limits the Holder’s
  right to enforce the Indenture and this Note.  

       9.
  Transfers.
  As provided in the Indenture and subject to certain limitations set forth therein
  and as may be set forth on the face hereof, the transfer of this Note is registrable
  in the Security Register, upon surrender of this Note for registration of transfer
  at the office or agency of the Issuer in any place where the principal of (and
  premium, if any) and interest on this Note are payable, duly endorsed by, or
  accompanied by a written instrument of transfer in form satisfactory to the
  Issuer and the Security Registrar duly executed by, the Holder hereof or his
  attorney duly authorized in writing, and thereupon one or more new Notes of
  this series of like tenor, of Authorized Denominations and for the same aggregate
  principal amount, will be issued to the designated transferee or transferees.
   

       This
  Note is a Global Note and shall be exchangeable for Notes registered in the
  names of Persons other than The Depository Trust Company, as depositary (the
  “Depositary”), with respect to this Global Note or its nominee only
  if (A) such Depositary notifies the Issuer that it is unwilling or unable to
  continue as Depositary for this Global Note or at any time ceases to be a clearing
  agency registered as such under the Securities Exchange Act of 1934, as amended,
  (B) the Issuer, in its discretion, executes and delivers to the Trustee an Issuer
  Order that this Global Note shall be exchangeable or (C) there shall have occurred
  and be continuing an Event of Default with respect to the Notes. If this Global
  Note is exchangeable pursuant to the preceding sentence, it shall be exchangeable
  for Notes issuable in denominations of $1,000 and any integral multiple of $1,000
  in excess thereof, registered in such names as such Depositary shall direct.
   

       The
  Notes of this series are issuable in denominations of U.S. $1,000 and any integral
  multiple of U.S. $1,000 in excess thereof.  

       No
  service charge shall be made for any such registration of transfer or exchange,
  but the Issuer may require payment of a sum sufficient to cover any tax or other
  governmental charge payable in connection therewith.  

       The
  Notes of this series may be issued in the form of one or more Global Securities
  to the Depositary as depositary for the Global Securities of this series or
  its nominee and registered in the name of the Depositary or such nominee. 


      Prior to due presentment
  of this Note for registration of transfer, the Issuer, the Trustee and any agent
  of the Issuer or the Trustee may treat the Person in whose name this Note is
  registered as the owner hereof for all purposes, whether or not this Note is
  overdue, and neither the Issuer, the Trustee nor any such agent shall be affected
  by notice to the contrary.  

 8 





        10.
  The obligations of the Issuer hereunder are fully and unconditionally guaranteed
  on a senior basis by the Guarantors, jointly and severally.  

      11. Governing
  Law. The Indenture and the Notes shall
  be governed by and construed in accordance with the laws of the State of New
  York.  

        12.
  Defined Terms.
  All terms used in this Note which are defined in the Indenture shall have the
  meanings assigned to them in the Indenture.  

 9 





 OPTION TO ELECT REPAYMENT 


 
  The undersigned hereby irrevocably request(s) and instruct(s) the Issuer to
  repay this Note (or portion hereof specified below) pursuant to its terms at
  a price equal to 100% of the principal amount hereof to be repaid, together
  with accrued and unpaid interest hereon, payable to the date of repayment, to
  the undersigned, at ______________________________. (Please print or typewrite
  name and address of the undersigned)  

 
  For this Note to be repaid, the undersigned must give to the Trustee at 2 North
  LaSalle Street, Chicago, Illinois 60602, Attention: Corporate Trust Department,
  or at such other place or places of which the Issuer shall from time to time
  notify the holders of the Notes, not more than 45 days nor less than 30 days
  prior to the date of repayment, this Note with this "Option to Elect Repayment"
  form duly completed.  

 
  If less than the entire principal amount of this Note is to be repaid, specify
  the portion hereof (which shall be increments of US$1,000) which the holder
  elects to have repaid and specify the denomination or denominations (which shall
  be an Authorized Denomination) of the Notes to be issued to the holder for the
  portion of this Note not being repaid (in the absence of any such specification,
  one such Note will be issued for the portion not being repaid):  

  

	US$ 

      

      Dated:  

      	_______________________________

      Signature 

      NOTICE: The signature on this "Option to Elect Repayment" form must correspond
      with the name as written upon the face of the within Note in every particular,
      without alteration or enlargement or any change whatsoever.  




  ______________________________

              Signature
  Guarantee  

 NOTICE: The signature(s) should be 

  guaranteed by an eligible guarantor 

  institution (banks, stockbrokers, savings

  and loan associations, and credit unions

  with membership in an approved signature 

  guarantee medallion program), pursuant to

  Rule 17Ad-15 under the Securities 

  Exchange Act of 1934.

 10 





 

  _________________________ 

   

  The following
  abbreviations, when used in the inscription on the face of the within Note,
  shall be construed as though they were written out in full according to applicable
  laws or regulations.  

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

                                  State        


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

 

  _____________________________ 

   

 FOR
  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto
  

PLEASE INSERT SOCIAL SECURITY

NUMBER OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE 
	 	 


(Please print or typewrite name
  and address, including postal zip code, of assignee)                





    the within Note and all
rights thereunder, and hereby irrevocably constitutes and appoints






    to transfer said Note on
the books of the Issuer, with full power of substitution in the premises.
 Dated: 


  	_____________________________________ 

         NOTICE: The signature to this assignment
        must correspond

        with the name as written upon the within Note in every 

        particular, without alteration or enlargement or any change 

        whatsoever. 




  

 _____________________________________

  Signature Guarantee  

 NOTICE: The signature(s) should be 

  guaranteed by an eligible guarantor 

  institution (banks, stockbrokers, 

  savings and loan associations, and 

  credit unions with membership in an

  approved signature guarantee medallion 

  program), pursuant to Rule 17Ad-15 

  under the Securities Exchange Act of 1934.  

  

 11