<PAGE>

                                                     EXHIBIT 4 (iv)

                                                                      Rev. 11/02

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

         IF THIS SUBORDINATED NOTE IS ISSUED WITH "ORIGINAL ISSUE DISCOUNT" FOR
PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE
FOLLOWING SHALL BE COMPLETED: THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR
PURPOSES OF APPLYING SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE OF 1986, AS AMENDED, TO THIS SUBORDINATED NOTE. THE ISSUE DATE OF
THIS SUBORDINATED NOTE IS _____________. THE ISSUE PRICE OF THIS SUBORDINATED
NOTE IS _____% OF ITS PRINCIPAL AMOUNT. THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON
THIS SUBORDINATED NOTE IS $_________ PER $1,000 OF THE INITIAL PRINCIPAL AMOUNT,
THE YIELD TO MATURITY IS ____%, AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT
ALLOCABLE TO THE INITIAL SHORT ACCRUAL PERIOD, IF ANY, IS $_____ PER $1,000 OF
THE INITIAL PRINCIPAL AMOUNT, DETERMINED ON THE BASIS OF THE EXACT METHOD.

No. SUB FLR-_______________                                          REGISTERED
CUSIP NO.: _______________


                           THE NORTHERN TRUST COMPANY

                          GLOBAL SUBORDINATED BANK NOTE
                                 (Floating Rate)

ORIGINAL ISSUE DATE:                    PRINCIPAL AMOUNT:

_______________                         _______________
INITIAL BASE RATE: _______%             MATURITY DATE: ________
INTEREST RATE BASIS: ________           INDEX MATURITY: ________
SPREAD AND/OR SPREAD MULTIPLIER:        REGULAR RECORD DATES (If other than the
___________                             15th day prior to each Interest Payment
                                        Date):




<PAGE>

MAXIMUM INTEREST RATE:            MINIMUM INTEREST RATE:

________%                         ________%
INTEREST PAYMENT DATES:           INTEREST PAYMENT PERIOD:

_______________                   _______________
INTEREST RESET DATES:             INTEREST RESET PERIOD:

_______________                   _______________
INITIAL REDEMPTION DATE:          ANNUAL REDEMPTION PERCENTAGE REDUCTION:

_______________                   _______________

INITIAL REDEMPTION PERCENTAGE:
________%

ORIGINAL ISSUE DISCOUNT NOTE:     OID AMOUNT:

   Yes: ______  No: ______        _______________

OTHER PROVISIONS:                 CALCULATION AGENT:
                                  _______________

                                  ALTERNATE RATE EVENT SPREAD:
                                  ___________________


         The Northern Trust Company, an Illinois banking corporation (the
"Bank"), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal amount specified on the face hereof in United States
Dollars on the Maturity Date specified above and to pay interest thereon from
the Original Issue Date specified above or from the most recent interest payment
date (or, if the Interest Reset Period specified above is daily or weekly, from,
and including, the day following the most recent Regular Record Date) to which
interest on this Subordinated Note (or any predecessor Subordinated Note) has
been paid or made available for payment (each, an "Interest Payment Date"), on
the Interest Payment Dates specified above and at maturity or upon earlier
redemption, if applicable, commencing on the first Interest Payment Date next
succeeding the Original Issue Date (or, if the Original Issue Date is between a
Regular Record Date and the Interest Payment Date immediately following such
Regular Record Date, on the second Interest Payment Date following the Original
Issue Date), at a rate per annum equal to the Initial Base Rate specified above,
as adjusted by the addition or subtraction of the Spread, if any, specified
above and/or by the multiplication by the Spread Multiplier, if any, specified
above, until the first Interest Reset Date following the Original Issue Date
and, on and after such Interest Reset Date, at the rate determined in accordance
with the provisions set forth herein, until the principal hereof is paid or made
available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the last rate in effect prior to any payment
default on any overdue principal and premium, if any, and on any overdue
installment of interest. The interest so payable, and punctually paid or made
available for payment, on any Interest Payment Date will be paid to the person
in whose name this Subordinated Note (or any predecessor Subordinated Note) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the 15th calendar day (whether or not a Business Day
(as defined below)) before such Interest Payment Date (unless otherwise
specified on the face hereof); provided, however, that interest payable at
maturity or upon earlier redemption, if applicable, will be payable to the
person to whom principal shall be payable.



<PAGE>

         Payment of principal of, and premium, if any, and interest on, this
Subordinated 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. The Bank will at all times appoint and maintain a paying agent
(the "Paying Agent") authorized by the Bank to pay the principal of, and
premium, if any, and interest on, this Subordinated Note on behalf of the Bank
and having an office or agency (the "Paying Agent Office") in The City of New
York or the City of Chicago, Illinois (the "Place of Payment"), where this
Subordinated Note may be presented or surrendered for payment and where notices,
designations or requests in respect of payments with respect to this
Subordinated Note may be served. The Bank has initially appointed itself as such
Paying Agent, with the Paying Agent Office currently located at 50 South LaSalle
Street (Level BB-A), Chicago, Illinois 60675, Attention: Securities Services.

         THIS SUBORDINATED NOTE IS A DIRECT, UNCONDITIONAL AND UNSECURED GENERAL
OBLIGATION OF THE BANK. THIS SUBORDINATED NOTE IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, IS NOT A DEPOSIT OF, OR GUARANTEED BY, THE BANK,
AND IS SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED. THIS SUBORDINATED NOTE IS SUBORDINATE TO THE CLAIMS OF
DEPOSITORS AND GENERAL CREDITORS OF THE BANK.

         Payment of the principal of, and premium, if any, and interest on, this
Subordinated Note due at maturity or upon earlier redemption, if applicable,
will be made in immediately available funds upon presentation and surrender of
this Subordinated Note to the Paying Agent at the Paying Agent Office in the
Place of Payment; provided that this Subordinated Note is presented to the
Paying Agent in time for the Paying Agent to make such payment in accordance
with its normal procedures. Payments of interest on this Subordinated Note
(other than at maturity or upon earlier redemption) will be made by wire
transfer to such account as has been appropriately designated to the Paying
Agent by the person entitled to such payments.

         This Subordinated Note is one of a duly authorized issue of
Subordinated Bank Notes due from five to fifteen years from date of issue of the
Bank (herein called the "Subordinated Notes").

         Unless otherwise indicated on the face hereof, if the rate of interest
on this Subordinated Note resets daily, weekly or monthly, the Interest Payment
Date for this Subordinated Note will be the third Wednesday of each month or the
third Wednesday of March, June, September and December of each year; if the rate
of interest on this Subordinated Note resets quarterly, the Interest Payment
Date for this Subordinated Note will be the third Wednesday of March, June,
September and December of each year; if the rate of interest on this
Subordinated Note resets semi-annually, the Interest Payment Date for this
Subordinated Note will be the third Wednesday of each of two months of each year
specified on the face hereof that are six months apart; and if the rate of
interest on this Subordinated Note resets annually, the Interest Payment Date
for this Subordinated Note will be the third Wednesday of the month specified on
the face hereof. If any Interest Payment Date (unless it is also the Maturity
Date) for this Subordinated Note falls on a day that is not a Business Day, such
Interest Payment Date will be postponed to the next succeeding Business Day;
provided, however, that, if the Interest Rate Basis specified on the



<PAGE>

face hereof is LIBOR and such next succeeding Business Day is in the next
succeeding calendar month, such Interest Payment Date (unless it is also the
Maturity Date) will be the immediately preceding Business Day. If any Maturity
Date or date of earlier redemption or repayment of this Subordinated Note falls
on a day that is not a Business Day, the related payment of interest shall be
made on the next succeeding Business Day with the same force and effect as if
made on the date such payment were due, and no interest shall accrue on the
amount so payable for the period from and after such Maturity Date or date of
earlier redemption or repayment. "Business Day" means any day other than a
Saturday, Sunday or a day on which banking institutions in The City of New York
or the City of Chicago, Illinois generally are authorized or obligated by law or
executive order to close, and with respect to Subordinated Notes with respect to
which the Interest Rate Basis specified on the face hereof is LIBOR, any day on
which dealings in U.S. dollars are transacted in the London interbank market (a
"London Business Day").

         The indebtedness of the Bank evidenced by this Subordinated Note,
including principal and interest, is unsecured and subordinate and junior in
right of payment to the Bank's obligations to its depositors, its obligations
under bankers' acceptances and letters of credit, and its obligations to its
other creditors (including any obligations to any Federal Reserve Bank and the
Federal Deposit Insurance Corporation), whether now outstanding or hereafter
incurred, other than any obligations which rank on a parity with, or junior to,
the Subordinated Notes. In the event of any insolvency proceeding, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of assets and
liabilities or similar proceedings or any liquidation or winding-up of the Bank,
whether voluntary or involuntary, all such obligations (except obligations which
rank on a parity with, or junior to, the Subordinated Notes) shall be entitled
to be paid in full before any payment shall be made on account of the principal
of, or interest on, the Subordinated Notes. In the event of any such proceeding,
after payment in full of all sums owing with respect to such prior obligations,
the holders of the Subordinated Notes, together with the holders of any
obligations of the Bank ranking on a parity with the Subordinated Notes, shall
be entitled to be paid, from the remaining assets of the Bank, the unpaid
principal of, and the unpaid interest on, the Subordinated Notes or such other
obligations before any payment or other distribution, whether in cash, property,
or otherwise, shall be made on account of any capital stock or any obligations
of the Bank ranking junior to the Subordinated Notes.

         The Subordinated Notes shall rank on a parity with the $100,000,000
aggregate principal amount of 6.5% Subordinated Notes due 2003 issued by the
Bank in 1993, the $100,000,000 aggregate principal amount of 6.70% Subordinated
Notes due 2005 issued by the Bank in 1995, the $100,000,000 aggregate principal
amount of 7.30% Subordinated Notes due 2006 issued by the Bank in 1996, the
$100,000,000 aggregate principal amount of 6.25% Subordinated Notes due 2008
issued by the Bank in 1998, the $200,000,000 aggregate principal amount of 7.10%
Subordinated Notes due 2009 issued by the Bank in 1999, the $150,000,000
aggregate principal amount of 6.30% Subordinated Notes due 2011 issued by the
Bank in 2001, and such other obligations which may be issued by the Bank which
are specifically designated as ranking on a parity with the Subordinated Notes
by express provision in the instruments creating or evidencing such obligations.

         This Subordinated Note will not be subject to any sinking fund. If so
provided on the face of this Subordinated Note and subject to the approval of
the Federal Reserve Bank of



<PAGE>

Chicago, this Subordinated Note may be redeemed by the Bank on and after the
Initial Redemption Date, if any, specified on the face hereof. If no Initial
Redemption Date is specified on the face hereof, this Subordinated Note may not
be redeemed prior to the Maturity Date. On and after the Initial Redemption
Date, if any, and subject to the approval of the Federal Reserve Bank of
Chicago, this Subordinated Note may be redeemed at any time either in whole or
in part from time to time in increments of $1,000 (provided that any remaining
principal amount hereof shall be at least $250,000) at the option of the Bank at
the applicable Redemption Price (as defined below), together with accrued and
unpaid interest hereon at the applicable rate borne by this Subordinated Note to
the date of redemption (each such date, a "Redemption Date"), on written notice
given not more than 60 nor less than 30 calendar days prior to the Redemption
Date by the Bank to the registered holder hereof. Whenever less than all the
Subordinated Notes at any time outstanding are to be redeemed, the terms of the
Subordinated Notes to be so redeemed shall be selected by the Bank. If less than
all the Subordinated Notes with identical terms at any time outstanding are to
be redeemed, the Subordinated Notes to be so redeemed shall be selected by the
Paying Agent by lot or in any usual manner approved by it. In the event of
redemption of this Subordinated Note in part only, a new Subordinated Note for
the unredeemed portion hereof shall be issued in the name of the holder hereof
upon the surrender hereof.

         The "Redemption Price" shall initially be the Initial Redemption
Percentage specified on the face hereof of the principal amount of this
Subordinated Note to be redeemed and shall decline at each anniversary of the
Initial Redemption Date specified on the face hereof by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof, of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.

         This Subordinated Note will not be repayable at the option of the
holder hereof prior to maturity.

         The rate of interest on this Subordinated Note will be reset daily,
weekly, monthly, quarterly, semi-annually or annually (each such period, an
"Interest Reset Period" for this Subordinated Note, and the first calendar day
of an Interest Reset Period, an "Interest Reset Date"), as specified on the face
hereof. Unless otherwise indicated on the face hereof, if this Subordinated Note
resets daily, the Interest Reset Date will be each Business Day; if this
Subordinated Note resets weekly and the Interest Rate Basis is not the Treasury
Rate, the Interest Reset Date will be the Wednesday of each week; if this
Subordinated Note resets weekly and the Interest Rate Basis is the Treasury
Rate, the Interest Reset Date will be the Tuesday of each week (except as
provided below); if this Subordinated Note resets monthly, the Interest Reset
Date will be the third Wednesday of each month; if this Subordinated Note resets
quarterly, the Interest Reset Date will be the third Wednesday of March, June,
September and December; if this Subordinated Note resets semi-annually, the
Interest Reset Date will be the third Wednesday of each of two months of each
year which are six months apart, as specified on the face hereof; and if this
Subordinated Note resets annually, the Interest Reset Date will be the third
Wednesday of one month of each year, as specified on the face hereof; provided,
however, that the base rate in effect from the Original Issue Date to the first
Interest Reset Date will be the Initial Base Rate specified on the face hereof.
If any Interest Reset Date with respect to this Subordinated Note would
otherwise be a day that is not a Business Day, such Interest Reset Date will be
the next succeeding Business Day, except that in the case that the Interest Rate
Basis specified on the face



<PAGE>

         hereof is LIBOR, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date will be the immediately preceding
Business Day.

         All calculations relating to this Subordinated Note will be made by the
"Calculation Agent." The Bank will serve as Calculation Agent for this
Subordinated Note as of its Original Issue Date, unless otherwise specified on
the face hereof. The Bank may appoint a different institution to serve as
Calculation Agent from time to time after the Original Issue Date of this
Subordinated Note without the consent of the holder and without notice.

         The Calculation Agent will determine the interest rate that takes
effect on an Interest Reset Date by reference to the Interest Determination
Date. Unless otherwise specified on the face hereof, (i) if the Interest Rate
Basis is not LIBOR or the Treasury Rate, the Interest Determination Date will be
the second Business Day before the Interest Reset Date; (ii) if the Interest
Rate Basis is LIBOR, the Interest Determination Date will be the second London
Business Day (as defined below) preceding the Interest Reset Date; and (iii) if
the Interest Rate Basis is the Treasury Rate, the Interest Determination Date
will be the day of the week in which the Interest Reset Date falls on which
treasury bills - i.e., direct obligations of the U.S. government - would
normally be auctioned. Treasury bills are usually sold at auction on the Monday
of each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday but may be held on the preceding Friday.
If as the result of a legal holiday an auction is held on the preceding Friday,
that Friday will be the Treasury Interest Determination Date relating to the
Interest Reset Date occurring in the next succeeding week. If the auction is
held on a day that would otherwise be an Interest Reset Date, then the Interest
Reset Date will instead be the first Business Day following the auction date.

         Unless the Interest Rate is LIBOR, the Calculation Agent will calculate
the interest rate that takes effect on a particular Interest Reset Date no later
than the corresponding Interest Calculation Date. The Interest Calculation Date
will be the earlier of (i) the tenth calendar day after the Interest
Determination Date or, if that tenth calendar day is not a Business Day, the
next succeeding Business Day, and (ii) the Business Day immediately preceding
the Interest Payment Date or the Maturity Date on which the next payment of
interest will be due. The Calculation Agent need not wait until the relevant
Interest Calculation Date to determine the interest rate if the rate information
it needs to make the determination is available from the relevant sources
sooner.

         For each Interest Reset Period, the Calculation Agent will calculate
the amount of accrued interest by multiplying the face amount of this
Subordinated Note by an accrued interest factor for the Interest Reset Period.
This factor will equal the sum of the interest factors calculated for each day
during the Interest Reset Period. The interest factor for each day will be
expressed as a decimal and will be calculated by dividing the interest rate
(also expressed as a decimal) applicable to that day (i) by 360, if the Interest
Rate Basis is the Commercial Paper Rate, the Prime Rate, LIBOR, the CD Rate or
the Federal Funds Rate, or (ii) by the actual number of days in the year, if the
Interest Rate Basis is the Treasury Rate or the CMT Rate.

         Upon the request of the holder of this Subordinated Note, the
Calculation Agent will provide such holder with the interest rate then in effect
for this Subordinated Note and, if determined, the interest rate that will
become effective on the next Interest Reset Date. The



<PAGE>

Calculation Agent's determination of any interest rate, and its calculation of
the amount of interest for any Interest Reset Period, will be final and binding
in the absence of manifest error.

         All percentages resulting from any calculation relating to this
Subordinated Note will be rounded upward or downward, as appropriate, to the
next higher or lower one hundred-thousandth of a percentage point. For example,
9.876541% (or .09876541) would be rounded down to 9.87654% (or .0987654) and
9.876545% (or .09876545) would be rounded up to 9.87655% (or .0987655). All
amounts used in or resulting from any calculation relating to this Subordinated
Note will be rounded upward or downward, as appropriate, to the nearest cent,
with one-half cent or more being rounded upward.

         In determining the Base Rate that applies this Subordinated Note during
a particular Interest Reset Period, the Calculation Agent may obtain rate quotes
from various banks or dealers active in the relevant market, as described in the
following subsections. Those reference banks and dealers may include the
Calculation Agent itself, including the Bank, and its affiliates.

         Except as otherwise provided herein, the rate of interest on this
Subordinated Note for each Interest Reset Date will be the rate determined in
accordance with the provisions set forth under the applicable heading below
corresponding to the Interest Rate Basis specified on the face hereof.
Notwithstanding the foregoing, the interest rate hereon shall not be greater
than the Maximum Interest Rate, if any, specified on the face hereof and shall
not be lower than the Minimum Interest Rate, if any, specified on the face
hereof. In addition, the interest rate hereon will in no event be greater than
the maximum rate permitted by Illinois law, as the same may be modified by
United States law of general application.

         Commercial Paper Rate. If the Interest Rate Basis of this Subordinated
Note is the Commercial Paper Rate, this Subordinated Note will bear interest at
a Base Rate equal to the Commercial Paper Rate, as adjusted by the Spread or
Spread Multiplier, if any, specified on the face hereof.

         The Commercial Paper Rate will be the Money Market Yield (as defined
below) of the rate, for the relevant Interest Determination Date, for commercial
paper having the Index Maturity (as defined below) specified on the face of this
Subordinated Note, as published in H.15(519) (as defined below) under the
heading "Commercial Paper -- Nonfinancial." If the Commercial Paper Rate cannot
be determined as described above, the following procedures will apply:

                  (i) If the rate described above does not appear in H.15(519)
         at 3:00 P.M., New York City time, on the relevant Interest Calculation
         Date (unless the calculation is made earlier and the rate is available
         from that source at that time), then the Commercial Paper Rate will be
         the rate, for the relevant Interest Determination Date, for commercial
         paper having the Index Maturity specified on the face of this
         Subordinated Note, as published in H.15 Daily Update (as defined below)
         or another recognized electronic source used for displaying that rate,
         under the heading "Commercial Paper -- Nonfinancial."



<PAGE>

                  (ii)  If the rate described above does not appear in
         H.15(519), H.15 Daily Update or another recognized electronic source
         at 3:00 P.M., New York City time, on the relevant Interest Calculation
         Date (unless the calculation is made earlier and the rate is available
         from one of those sources at that time), the Commercial Paper Rate
         will be the Money Market Yield of the arithmetic mean of the offered
         rates, as of 11:00 A.M., New York City time, on the relevant Interest
         Determination Date, by three leading U.S. dollar commercial paper
         dealers in New York City selected by the Calculation Agent for U.S.
         dollar commercial paper that has the relevant Index Maturity and is
         placed for an industrial issuer whose bond rating is "AA", or the
         equivalent, from a nationally recognized rating agency.

                  (iii) If fewer than three dealers selected by the Calculation
         Agent are quoting as described above, the Commercial Paper Rate for the
         new Interest Reset Period will be the rate in effect for the prior
         Interest Reset Period.

         LIBOR. If the Interest Rate Basis of this Subordinated Note is LIBOR,
this Subordinated Note will bear interest at a Base Rate equal to LIBOR, as
adjusted by the Spread or Spread Multiplier, if any, specified on the face
hereof. LIBOR will be the London interbank offered rate for deposits of U.S.
dollars. LIBOR will be either (a) the offered rate appearing on the Telerate
LIBOR Page (as defined below) or (b) the arithmetic mean of the offered rates
appearing on the Reuters screen LIBOR Page (as defined below), unless that page
by its terms cites only one rate, in which case that rate; in either case, as of
11:00 A.M., London time, on the relevant LIBOR Interest Determination Date, for
deposits of U.S. dollars having the relevant Index Maturity beginning on the
relevant Interest Reset Date. If no reference page is specified on the face of
this Subordinated Note, the Telerate LIBOR Page will apply. If LIBOR cannot be
determined in this manner, the following procedures will apply:

                  (i)   If the Telerate LIBOR Page applies and the rate
         described above does not appear on that page, or if the Reuters Screen
         LIBOR Page applies and fewer than two of the rates described above
         appear on that page or no rate appears on any page on which only one
         rate normally appears, then LIBOR will be determined on the basis of
         the rates, at approximately 11:00 A.M., London time, on the relevant
         LIBOR Interest Determination Date, at which deposits of U.S. dollars
         having the relevant Index Maturity, beginning on the relevant Interest
         Reset Date and in a Representative Amount (as defined below) are
         offered to prime banks in the London interbank market by four major
         banks in that market selected by the Calculation Agent. The
         Calculation Agent will request the principal London office of each of
         these banks to provide a quotation of its rate. If at least two
         quotations are provided, LIBOR for the relevant LIBOR Interest
         Determination Date will be the arithmetic mean of the quotations.

                  (ii)  If fewer than two quotations are provided as described
         above, LIBOR for the relevant LIBOR Interest Determination Date will be
         the arithmetic mean of the rates for loans of U.S. dollars having the
         relevant Index Maturity, beginning on the relevant Interest Reset Date
         and in a Representative Amount to leading European banks quoted, at
         approximately 11:00 A.M., New York City time, on that LIBOR Interest
         Determination Date, by three major banks in New York City selected by
         the Calculation Agent.

                                       28

<PAGE>

                  (iii) If fewer than three banks selected by the Calculation
         Agent are quoting as described above, LIBOR for the new Interest Reset
         Period will be the rate in effect for the prior Interest Reset Period.

         Treasury Rate. If the Interest Rate Basis of this Subordinated Note is
the Treasury Rate, this Subordinated Note will bear interest at a Base Rate
equal to the Treasury Rate, as adjusted by the Spread or Spread Multiplier, if
any, specified on the face hereof.

         The Treasury Rate will be the rate for the auction, on the relevant
Treasury Interest Determination Date, of treasury bills having the Index
Maturity specified in the on the face of this Subordinated Note, as that rate
appears on Telerate Page (as defined below) 56 or 57 under the heading
"Investment Rate." If the Treasury Rate cannot be determined in this manner, the
following procedures will apply:

                  (i)   If the rate described above does not appear on either
         page at 3:00 P.M., New York City time, on the relevant Interest
         Calculation Date (unless the calculation is made earlier and the rate
         is available from that source at that time), the Treasury Rate will be
         the Bond Equivalent Yield (as defined below) of the rate, for the
         relevant Interest Determination Date, for the type of treasury bill
         described above, as published in H.15 Daily Update or another
         recognized electronic source used for displaying that rate, under the
         heading "U.S. Government Securities/Treasury Bills/Auction High."

                  (ii)  If the rate described in the prior paragraph does not
         appear in H.15 Daily Update or another recognized electronic source at
         3:00 P.M., New York City time, on the relevant Interest Calculation
         Date (unless the calculation is made earlier and the rate is available
         from one of those sources at that time), the Treasury Rate will be the
         Bond Equivalent Yield of the auction rate, for the relevant Treasury
         Interest Determination Date and for treasury bills of the kind
         described above, as announced by the U.S. Department of the Treasury.

                  (iii) If the auction rate described in the prior paragraph is
         not so announced by 3:00 P.M., New York City time, on the relevant
         Interest Calculation Date, or if no such auction is held for the
         relevant week, then the Treasury Rate will be the Bond Equivalent Yield
         of the rate, for the relevant Treasury Interest Determination Date and
         for treasury bills having a remaining maturity closest to the specified
         Index Maturity, as published in H.15(519) under the heading "U.S.
         Government Securities/Treasury Bills (Secondary Market)."

                  (iv)  If the rate described in the prior paragraph does not
         appear in H.15(519) at 3:00 P.M., New York City time, on the relevant
         Interest Calculation Date (unless the calculation is made earlier and
         the rate is available from one of those sources at that time), then the
         Treasury Rate will be the rate, for the relevant Treasury Interest
         Determination Date and for treasury bills having a remaining maturity
         closest to the specified Index Maturity, as published in H.15 Daily
         Update or another recognized electronic source used for displaying that
         rate, under the heading "U.S. Government Securities/Treasury Bills
         (Secondary Market)."

                                       29

<PAGE>

                  (v)  If the rate described in the prior paragraph does not
         appear in H.15 Daily Update or another recognized electronic source at
         3:00 P.M., New York City time, on the relevant Interest Calculation
         Date (unless the calculation is made earlier and the rate is available
         from one of those sources at that time), the Treasury Rate will be 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
         relevant Treasury Interest Determination Date, of three primary U.S.
         government securities dealers in New York City selected by the
         Calculation Agent for the issue of treasury bills with a remaining
         maturity closest to the specified Index Maturity.

                  (vi) If fewer than three dealers selected by the Calculation
         Agent are quoting as described in the prior paragraph, the Treasury
         Rate in effect for the new Interest Reset Period will be the rate in
         effect for the prior Interest Reset Period.

         CMT Rate. If the Interest Rate Basis of this Subordinated Note is the
CMT Rate, this Subordinated Note will bear interest at a Base Rate equal to the
CMT Rate, as adjusted by the Spread or Spread Multiplier, if any, specified on
the face hereof.

         The CMT Rate will be the rate displayed on the Designated CMT Telerate
Page (as defined below) under the heading ". . . Treasury Constant Maturities .
.. . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.,"
under the column for the Designated CMT Index Maturity (as defined below), as
follows: (a) if the Designated CMT Telerate Page is Telerate Page 7051, the rate
for the relevant Interest Determination Date, or (b) if the Designated CMT
Telerate Page is Telerate Page 7052, the weekly or monthly average, as specified
on the face of this Subordinated Note, for the week that ends immediately before
the week in which the relevant Interest Determination Date falls, or for the
month that ends immediately before the month in which the relevant Interest
Determination Date falls, as applicable. If the CMT Rate cannot be determined in
this manner, the following procedures will apply:

                  (i)  If the applicable rate described above is not displayed
         on the relevant Designated CMT Telerate Page at 3:00 P.M., New York
         City time, on the relevant Interest Calculation Date (unless the
         calculation is made earlier and the rate is available from that source
         at that time), then the CMT Rate will be the applicable treasury
         constant maturity rate described above -- that is, for the Designated
         CMT Index Maturity and for either the relevant Interest Determination
         Date or the weekly or monthly average, as applicable -- as published in
         H.15(519).

                  (ii) If the applicable rate described above does not appear in
         H.15(519) at 3:00 P.M., New York City time, on the relevant Interest
         Calculation Date (unless the calculation is made earlier and the rate
         is available from one of those sources at that time), then the CMT Rate
         will be the treasury constant maturity rate, or other U.S. treasury
         rate, for the Designated CMT Index Maturity and with reference to the
         relevant Interest Determination Date, that (a) is published by the
         Board of Governors of the Federal Reserve System, or the U.S.
         Department of the Treasury, and (b) is determined by the Calculation
         Agent to be comparable to the applicable rate formerly displayed on the
         Designated CMT Telerate Page and published in H.15(519).



<PAGE>

                  (iii) If the rate described in the prior paragraph does not
         appear at 3:00 P.M., New York City time, on the relevant Interest
         Calculation Date (unless the calculation is made earlier and the rate
         is available from one of those sources at that time), then the CMT Rate
         will be the yield to maturity of the arithmetic mean of the offered
         rates, as of approximately 3:30 P.M., New York City time, on the
         relevant Interest Determination Date, of three primary U.S. government
         securities dealers in New York City selected by the Calculation Agent
         for the most recently issued treasury notes having an original maturity
         of approximately the Designated CMT Index Maturity and a remaining term
         to maturity of not less than the Designated CMT Index Maturity minus
         one year, and in a Representative Amount. In selecting these offered
         rates, the Calculation Agent will request quotations from five of these
         primary dealers and will disregard the highest quotation -- or, if
         there is equality, one of the highest -- and the lowest quotation --
         or, if there is equality, one of the lowest. Treasury notes are direct,
         non-callable, fixed rate obligations of the U.S. government.

                  (iv)  If the Calculation Agent is unable to obtain three
         quotations of the kind described in the prior paragraph, the CMT rate
         will be the yield to maturity of the arithmetic mean of the offered
         rates, as of approximately 3:30 P.M., New York City time, on the
         relevant Interest Determination Date, of three primary U.S. government
         securities dealers in New York City selected by the Calculation Agent
         for treasury notes with an original maturity longer than the Designated
         CMT Index Maturity, with a remaining term to maturity closest to the
         Designated CMT Index Maturity and in a Representative Amount. In
         selecting these offered rates, the Calculation Agent will request
         quotations from five of these primary dealers and will disregard the
         highest quotation -- or, if there is equality, one of the highest --
         and the lowest quotation -- or, if there is equality, one of the
         lowest. If two treasury notes with an original maturity longer than the
         Designated CMT Index Maturity have remaining terms to maturity that are
         equally close to the Designated CMT Index Maturity, the Calculation
         Agent will obtain quotations for the treasury note with the shorter
         remaining term to maturity.

                  (v)   If fewer than five but more than two of these primary
         dealers are quoting as described in the prior paragraph, then the CMT
         Rate for the relevant Interest Determination Date will be based on the
         arithmetic mean of the offered rates so obtained, and neither the
         highest nor the lowest of those quotations will be disregarded.

                  (vi)  If two or fewer primary dealers selected by the
         Calculation Agent are quoting as described above, the CMT Rate in
         effect for the new Interest Reset Period will be the rate in effect for
         the prior Interest Reset Period.

         CD Rate. If the Interest Rate Basis of this Subordinated Note is the CD
Rate, this Subordinated Note will bear interest at a Base Rate equal to the CD
Rate, as adjusted by the Spread or Spread Multiplier, if any, specified on the
face hereof.

         The CD Rate will be the rate, on the relevant Interest Determination
Date, for negotiable U.S. dollar certificates of deposit having the Index
Maturity specified on the face of this Subordinated Note, as published in
H.15(519) under the heading "CDs (Secondary Market)." If the CD Rate cannot be
determined in this manner, the following procedures will apply:



<PAGE>

                  (i)   If the rate described above does not appear in H.15(519)
         at 3:00 P.M., New York City time, on the relevant Interest Calculation
         Date (unless the calculation is made earlier and the rate is available
         from that source at that time), then the CD Rate will be the rate, for
         the relevant Interest Determination Date, described above as published
         in H.15 Daily Update or another recognized electronic source used for
         displaying that rate, under the heading "CDs (Secondary Market)."

                  (ii)  If the rate described above does not appear in
         H.15(519), H.15 Daily Update or another recognized electronic source at
         3:00 P.M., New York City time, on the relevant Interest Calculation
         Date (unless the calculation is made earlier and the rate is available
         from one of those sources at that time), the CD Rate will be the
         arithmetic mean of the rates offered as of 10:00 A.M., New York City
         time, on the relevant Interest Determination Date, by three leading
         nonbank dealers in negotiable U.S. dollar certificates of deposit in
         New York City, as selected by the Calculation Agent for negotiable U.S.
         dollar certificates of deposit of major U.S. money center banks with a
         remaining maturity closest to the specified Index Maturity, and in a
         Representative Amount.

                  (iii) If fewer than three dealers selected by the Calculation
         Agent are quoting as described above, the CD Rate in effect for the new
         Interest Reset Period will be the rate in effect for the prior Interest
         Reset Period.

         Federal Funds Rate. If the Interest Rate Basis of this Subordinated
Note is the Federal Funds Rate, this Subordinated Note will bear interest at a
Base Rate equal to the Federal Funds Rate, as adjusted by the Spread or Spread
Multiplier, if any, specified on the face hereof.

         The Federal Funds Rate will be the rate for U.S. dollar federal funds
on the relevant Interest Determination Date, as published in H.15(519) under the
heading "Federal Funds (Effective)," as that rate is displayed on Telerate Page
120. If the Federal Funds Rate cannot be determined in this manner, the
following procedures will apply:

                  (i)   If the rate described above is not displayed on Telerate
         Page 120 at 3:00 P.M., New York City time, on the relevant Interest
         Calculation Date (unless the calculation is made earlier and the rate
         is available from that source at that time), then the Federal Funds
         Rate, for the relevant Interest Determination Date, will be the rate
         described above as published in H.15 Daily Update or another recognized
         electronic source used for displaying that rate, under the heading
         "Federal Funds (Effective)."

                  (ii)  If the rate described above is not displayed on Telerate
         Page 120 and does not appear in H.15 Daily Update or another recognized
         electronic source at 3:00 P.M., New York City time, on the relevant
         Interest Calculation Date (unless the calculation is made earlier and
         the rate is available from one of those sources at that time), the
         Federal Funds Rate will be the arithmetic mean of the rates for the
         last transaction in overnight, U.S. dollar federal funds arranged,
         before 9:00 A.M., New York City time, on the relevant Interest
         Determination Date, by three leading brokers of U.S. dollar federal
         funds transactions in New York City selected by the Calculation Agent.



<PAGE>

                  (iii) If fewer than three brokers selected by the Calculation
         Agent are quoting as described above, the Federal Funds Rate in effect
         for the new Interest Reset Period will be the rate in effect for the
         prior Interest Reset Period.

         Prime Rate. If the Interest Rate Basis of this Subordinated Note is the
Prime Rate, this Subordinated Note will bear interest at a Base Rate equal to
the Prime Rate, as adjusted by the Spread or Spread Multiplier, if any,
specified on the face hereof.

         The Prime Rate will be the rate, for the relevant Interest
Determination Date, published in H.15(519) under the heading "Bank Prime Loan."
If the Prime Rate cannot be determined as described above, the following
procedures will apply.

                  (i)   If the rate described above does not appear in H.15(519)
         at 3:00 P.M., New York City time, on the relevant Interest Calculation
         Date (unless the calculation is made earlier and the rate is available
         from that source at that time), then the Prime Rate will be the rate,
         for the relevant Interest Determination Date, as published in H.15
         Daily Update or another recognized electronic source used for the
         purpose of displaying that rate, under the heading "Bank Prime Loan."

                  (ii)  If the rate described above does not appear in
         H.15(519), H.15 Daily Update or another recognized electronic source at
         3:00 P.M., New York City time, on the relevant Interest Calculation
         Date (unless the calculation is made earlier and the rate is available
         from one of those sources at that time), then the Prime Rate will be
         the arithmetic mean of the rates of interest publicly announced by each
         bank appearing on the Reuters Screen US PRIME 1 Page (as defined below)
         as that bank's prime rate or base lending rate, as of 11:00 A.M., New
         York City time, on the relevant Interest Determination Date.

                  (iii) If fewer than four of these rates appear on the Reuters
         Screen US PRIME 1 Page, the Prime Rate will be the arithmetic mean of
         the prime rates or base lending rates, as of the close of business on
         the relevant Interest Determination Date, of three major banks in New
         York City selected by the Calculation Agent. For this purpose, the
         Calculation Agent will use rates quoted on the basis of the actual
         number of days in the year divided by a 360-day year.

                  (iv)  If fewer than three banks selected by the Calculation
         Agent are quoting as described above, the Prime Rate for the new
         Interest Reset Period will be the rate in effect for the prior Interest
         Reset Period.

         Definitions of Terms Used in Interest Rate Bases.  The terms listed
below are defined as follows:

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

                       D x N       x 100
                  ---------------
                   360 - (D x M)



<PAGE>

where (i) "D" means the annual rate for treasury bills quoted on a bank discount
basis and expressed as a decimal, (ii) "N" means the number of days in the year,
365 or 366, as the case may be, and (iii) "M" means the actual number of days in
the applicable Interest Reset Period.

         "Business Day" means, for purposes of calculating interest on this
Subordinated Note, a day that is a Monday, Tuesday, Wednesday, Thursday or
Friday that is not a day on which banking institutions in New York City
generally are authorized or obligated by law, regulation or executive order to
close and, if the Interest Rate Basis specified on the face hereof is LIBOR, is
also a London Business Day.

         "Designated CMT Index Maturity" means the Index Maturity for a Note
having as its Interest Rate Basis the CMT Rate and will be the original period
to maturity of a U.S. treasury security -- either 1, 2, 3, 5, 7, 10, 20 or 30
years -- specified in the applicable pricing supplement. If no such original
maturity period is so specified, the Designated CMT Index Maturity will be 2
years.

         "Designated CMT Telerate Page" means the Telerate Page specified on the
face of this Subordinated Note (if the Interest Rate Basis is the CMT Rate) that
displays treasury constant maturities as reported in H.15(519). If no Telerate
Page is so specified, then the applicable page will be Telerate Page 7052. If
Telerate Page 7052 applies but this Subordinated Note does not specify whether
the weekly or monthly average applies, the weekly average will apply.

         "H.15(519)" means the weekly statistical release entitled "Statistical
Release H.15 (519)," or any successor publication, published by the Board of
Governors of the Federal Reserve System.

         "H.15 Daily Update" means the daily update of H.15(519) available
through the world wide web site of the Board of Governors of the Federal Reserve
System, at http://www.federalreserve.gov/releases/h15/update or any successor
site or publication.

         "Index Maturity" means the period to maturity of the instrument or
obligation on which the interest rate formula is based, as specified on the face
of this Subordinated Note.

         "London Business Day" means any day on which dealings in U.S. dollars
are transacted in the London interbank market.

         "Money Market Yield" means a yield expressed as a percentage and
calculated in accordance with the following formula:

                       D x 360     x 100
                  ---------------
                   360 - (D x M)

where (a) "D" means the annual rate for commercial paper quoted on a bank
discount basis and expressed as a decimal, and (b) "M" means the actual number
of days in the relevant Interest Reset Period.

         "Representative Amount" means an amount that, in the Calculation
Agent's judgment, is representative of a single transaction in the relevant
market at the relevant time.



<PAGE>

         "Reuters Screen LIBOR Page" means the display on the Reuters Monitor
Money Rates Service, or any successor service, on the page designated as "LIBO"
or any replacement page or pages on which London interbank rates of major banks
for U.S. dollars are displayed.

         "Reuters Screen US PRIME 1 Page" means the display on the "US PRIME 1"
page on the Reuters Monitor Money Rates Service, or any successor service, or
any replacement page or pages on that service, for the purpose of displaying
prime rates or base lending rates of major U.S. banks.

         "Telerate LIBOR Page" means Telerate Page 3750 or any replacement page
or pages on which London interbank rates of major banks for U.S. dollars are
displayed.

         "Telerate Page" means the display on Bridge Telerate, Inc., or any
successor service, on the page or pages specified in a Subordinated Note, or any
replacement page or pages on that service.

         References to particular headings on pages designated by the following
terms include any successor or replacement heading or headings as determined by
the Calculation Agent: CMT Telerate Page, H.15(519), H.15 Daily Update, Reuters
Screen LIBOR Page, Reuters Screen US PRIME 1 Page, Telerate LIBOR Page or
Telerate Page.

         If this Subordinated Note is an Original Issue Discount Note and if an
Event of Default with respect to this Subordinated Note shall have occurred and
be continuing, the Default Amount (as defined hereafter) of this Subordinated
Note may be declared due and payable in the manner and with the effect provided
herein. The "Default Amount" shall be equal to the adjusted issue price as of
the first day of the accrual period as determined under Treasury Regulation
Section 1.1275-1(b) (or successor regulation) under the United States Internal
Revenue Code of 1986, as amended, in which the date of acceleration occurs
increased by the daily portion of the original issue discount for each day in
such accrual period ending on the date of acceleration, as determined under
Treasury Regulation Section 1.1275-1(b) (or successor regulation) under the
United States Internal Revenue Code of 1986, as amended. Upon payment of (i) the
amount of principal or premium, if any, so declared due and payable and (ii)
interest on any overdue principal and overdue interest or premium, if any (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Bank's obligations in respect of the payment of the
principal of, and interest or premium, if any, on, this Subordinated Note shall
terminate.

         In case any Subordinated Note shall at any time become mutilated,
destroyed, lost or stolen and such Subordinated Note or evidence satisfactory to
the Bank of the loss, theft or destruction thereof (together with indemnity
satisfactory to the Bank and such other documents or proof as may be required in
the premises) shall be delivered to the Bank, a new Subordinated Note of like
tenor will be issued by the Bank in exchange for the Subordinated Note so
mutilated, or in lieu of the Subordinated Note so destroyed or lost or stolen.
All expenses and reasonable charges associated with procuring the indemnity
referred to above and with the preparation, authentication and delivery of a new
Subordinated Note shall be borne by the holder of the Subordinated Note so
mutilated, destroyed, lost or stolen. If any Subordinated Note which has matured
or is about to mature shall become mutilated, destroyed, lost or stolen, the
Bank



<PAGE>

may, instead of issuing a substitute Subordinated Note, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated
Subordinated Note) upon compliance by the holder thereof with the provisions of
this paragraph.

         No recourse shall be had for the payment of the principal of, premium,
if any, or interest on, this Subordinated Note, for any claim based hereon, or
otherwise in respect hereof, against any shareholder, employee, officer or
director, as such, past, present or future, of the Bank or of any successor
corporation, either directly or through the Bank or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

         An "Event of Default" with respect to this Subordinated Note will occur
if the Bank shall consent to, or a court or other governmental agency shall
enter a decree or order for, the appointment of a receiver or other similar
official in any liquidation, insolvency or similar proceeding with respect to
the Bank or all or substantially all of its property and, in the case of a
decree or order, such decree or order shall have remained in force for a period
of 60 days. If an Event of Default shall occur and be continuing, the holder of
this Subordinated Note may declare the principal amount of, and accrued interest
and premium, if any, on, this Subordinated Note due and payable immediately by
written notice to the Bank. Upon such declaration and notice, such principal
amount, accrued interest and premium, if any, shall become due and payable seven
calendar days after such notice. Any Event of Default with respect to this
Subordinated Note may be waived by the holder hereof. No payment may be made on
this Subordinated Note in the event of acceleration resulting from an Event of
Default without the prior written consent of the Federal Reserve Bank of
Chicago. There is no right of acceleration in the case of a default in the
payment of principal of, or interest on, this Subordinated Note or in the
performance of any other obligation of the Bank under this Subordinated Note or
under any other security issued by the Bank.

         No provision of this Subordinated Note shall alter or impair the
obligation of the Bank, which is absolute and unconditional, to pay the
principal, and premium, if any, and interest on, this Subordinated Note in U.S.
dollars at the times, places and rate herein prescribed.

         The Bank shall cause to be kept at the corporate trust office of the
Subordinated Note Registrar designated below a register (the register maintained
in such corporate trust office or any other office or agency of the Bank in the
Place of Payment herein referred to as the "Subordinated Note Register") in
which, subject to such reasonable regulations as it may prescribe, the Bank
shall provide for the registration of the Subordinated Notes and of transfers of
the Subordinated Notes. The Bank is hereby initially appointed "Subordinated
Note Registrar" for the purposes of registering the Subordinated Notes and
transfers of the Subordinated Notes as herein provided.

         The transfer of this Subordinated Note is registrable in the
Subordinated Note Register, upon surrender of this Subordinated Note for
registration of transfer at the office or agency of the Bank in the Place of
Payment, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Bank and the Paying Agent duly executed by, the holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Subordinated


<PAGE>

         Notes of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. Notwithstanding the foregoing, the Bank shall not be required to
register the transfer of any Subordinated Note that has been called for
redemption during a period beginning at the opening of business fifteen calendar
days before the day of mailing of a notice of such redemption and ending at the
close of business on the day of such mailing.

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

         The Subordinated Notes are issuable only in registered form without
coupons in minimum denominations of $250,000 and any integral multiple of $1,000
in excess thereof. Each owner of a beneficial interest in this Subordinated Note
is required to hold a beneficial interest in $250,000 principal amount or any
integral multiple of $1,000 in excess thereof of this Subordinated Note at all
times.

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

         All notices to the Bank under this Subordinated Note shall be in
writing and addressed to the Bank at 50 South LaSalle Street, Chicago, Illinois
60675, or to such other address of the Bank as the Bank may notify the holders
of the Subordinated Notes.

         This Subordinated Note shall be governed by, and construed in
accordance with, the laws of the State of Illinois.

         IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed.

                                               THE NORTHERN TRUST COMPANY



                                               By: _________________________
                                                     Authorized Signatory



<PAGE>

                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of the within Subordinated 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.




<PAGE>

                                   ASSIGNMENT

       FOR VALVE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) 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 Subordinated Note and all rights thereunder, and hereby irrevocably

constitutes and appoints ______________________________________________________


to transfer said Subordinated Note on the books of the Bank, with full power of
substitution in the premises.


Dated:______________________________

                                      NOTICE: The signature to this assignment
                                      must correspond with the name as written
                                      upon the face of the within Subordinated
                                      Note in every particular, without
                                      alteration or enlargement or any change
                                      whatsoever.