EXHIBIT 4.1


                                FACE OF SECURITY
                             Fixed Rate Senior Note


REGISTERED                                                     REGISTERED
No. FXR - 3                                                    $30,000,000
                                                               CUSIP: 00079FAC6

         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 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.









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<TABLE>
                                                 ABN AMRO BANK N.V.
                                      SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES A
                                                    (Fixed Rate)

                              11.00% Reverse Exchangeable Securities due July 18, 2002
                                       linked to common stock of Pfizer Inc.

<S>                           <C>                          <C>                         <C>
==================================================================================================================
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION           INTEREST RATE:               MATURITY DATE:
       July 18, 2001             DATE: N/A                    11.00% per annum                  July 18, 2002
------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL              INITIAL REDEMPTION           INTEREST PAYMENT             OPTIONAL
   DATE: July 18, 2001           PERCENTAGE: N/A              DATES: October 18,           REPAYMENT DATE:
                                                              2001, January 18, 2002,      N/A
                                                              April 18, 2002 and July
                                                              18, 2002
------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:           ANNUAL REDEMPTION            INTEREST PAYMENT             APPLICABILITY OF
U.S. Dollars                     PERCENTAGE                   PERIOD:Quarterly             MODIFIED
                                 REDUCTION: N/A                                            PAYMENT UPON
                                                                                           ACCELERATION:
                                                                                           N/A (But see "Alternate
                                                                                           Exchange Calculation in
                                                                                           case of an Event of
                                                                                           Default")
------------------------------------------------------------------------------------------------------------------
IF SPECIFIED                  REDEMPTION NOTICE            APPLICABILITY OF             If yes, state Issue Price:
   CURRENCY                      PERIOD: N/A                  ANNUAL INTEREST           N/A
   OTHER THAN U.S.                                            PAYMENTS: N/A
   DOLLARS, OPTION
   TO ELECT
   PAYMENT IN U.S.
   DOLLARS: N/A
------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE                                                                           ORIGINAL YIELD TO
   AGENT: N/A                                                                           MATURITY: N/A
------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
   (see below)
==================================================================================================================
</TABLE>





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<TABLE>
<S>                                     <C>
Initial Price........................   $38.43 per share of Pfizer Stock divided by the Exchange Factor.

Minimum Denominations................   $1,000 and integral multiples thereof.

Payment at Maturity:.................   At maturity, the Issuer shall pay or deliver for each $1,000 principal
                                        amount of Notes, either (i) a cash payment equal to $1,000, if the
                                        Determination Price on the Determination Date of Pfizer Stock is at or
                                        above the Initial Price, or (ii) a number of shares of Pfizer Stock equal
                                        to the Stock Redemption Amount, if the Determination Price on
                                        the Determination Date of Pfizer Stock is lower than the Initial Price. The
                                        Issuer shall pay cash in lieu of delivering fractional shares of Pfizer
                                        Stock in an amount equal to the corresponding fractional Closing Price of
                                        Pfizer Stock as determined by the Calculation Agent on the Determination
                                        Date. If the Issuer is required to deliver shares of Pfizer Stock pursuant
                                        to the terms of the Notes, it shall, or cause the Calculation Agent to,
                                        provide written notice to the Trustee at its New York office, on which
                                        notice the Trustee may conclusively rely, of the Stock Redemption Amount,
                                        on or prior to the Issuer Notice Date. The Issuer shall, or shall cause the
                                        Calculation Agent to, deliver such shares of Pfizer Stock (and/or Exchange
                                        Property, if applicable) to the Trustee for delivery to the Holders.

Stock Redemption Amount:.............   The Calculation Agent shall determine the Stock Redemption Amount for each
                                        $1,000 principal amount of Notes on the Determination Date by dividing
                                        $1,000 by the Initial Price.

                                        The number of shares of Pfizer Stock to be delivered at maturity shall be
                                        subject to any applicable adjustments (i) to the Exchange Factor and (ii)
                                        in the Exchange Property, as defined in paragraph 5 under "Adjustment
                                        Events" below, to be delivered instead of, or in addition to, such Pfizer
                                        Stock in each case as a result of any corporate event described under
                                        "Adjustment Events" below.


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Determination Date:..................   The third Business Day prior to the Maturity Date, or if such day is not a
                                        Trading Day, the immediately succeeding Trading Day; provided that the
                                        Determination Date shall be no later than the second scheduled Trading Day
                                        preceding the Maturity Date, notwithstanding the occurrence of a Market
                                        Disruption Event on such second scheduled Trading Day.

Determination Price:.................   The Closing Price per share of Pfizer Stock on the Determination Date, as
                                        determined by the Calculation Agent.

Pfizer Stock.........................   The common stock of Pfizer Inc., par value $0.05 per share.

Closing Price........................   If Pfizer Stock (or any other security for which a Closing Price must be
                                        determined) is listed on a U.S. securities exchange registered under the
                                        Exchange Act is a security of The Nasdaq National Market or is included in
                                        the OTC Bulletin Board Service (the "OTC Bulletin Board"), operated by the
                                        National Association of Securities Dealers, Inc., the Closing Price for one
                                        share of Pfizer Stock (or one unit of any such other security) on any
                                        Trading Day means (i) the last reported sale price, regular way, on such
                                        day on the principal securities exchange on which Pfizer Stock (or any such
                                        other security) is listed or admitted to trading or (ii) if not listed or
                                        admitted to trading on any such securities exchange or if such last
                                        reported sale price is not obtainable (even if Pfizer Stock (or other such
                                        security) is listed or admitted to trading on such securities exchange),
                                        the last reported sale price on the over-the-counter market as reported on
                                        The Nasdaq National Market or OTC Bulletin Board on such day. If the last
                                        reported sale price is not available pursuant to clause (i) or (ii) of the
                                        preceding sentence, the Closing Price for any Trading Day shall be the
                                        mean, as determined by the Calculation Agent, of the bid prices for Pfizer
                                        Stock (or any such other security) obtained from as many dealers in such
                                        security (which


                                                         4

<PAGE>


                                        may include AAI or any of the Issuer's other subsidiaries or affiliates),
                                        but not exceeding three, as will make such bid prices available to the
                                        Calculation Agent. A "security of The Nasdaq National Market" shall include
                                        a security included in any successor to such system and the term "OTC
                                        Bulletin Board Service" shall include any successor service thereto.

Issuer Notice Date...................    The Business Day immediately succeeding the Determination Date; provided
                                        that the Issuer Notice Date shall be no later than the second scheduled
                                        Trading Day preceding the Maturity Date, notwithstanding the occurrence of
                                        a Market Disruption Event on such scheduled Trading Day.

Trading Day:.........................   A day, as determined by the Calculation Agent, on which trading is
                                        generally conducted on the New York Stock Exchange, the American Stock
                                        Exchange Inc., the Nasdaq National Market, the Chicago Mercantile Exchange,
                                        and the Chicago Board of Options Exchange and in the over-the-counter
                                        market for equity securities in the United States and on which a Market
                                        Disruption Event has not occurred.

Market Disruption Event:.............   Means, with respect to Pfizer Stock:

                                           (i) a suspension, absence or material limitation of trading of Pfizer Stock
                                           on the primary market for Pfizer Stock for more than two hours of trading
                                           or during the one- half hour period preceding the close of trading in such
                                           market; or a breakdown or failure in the price and trade reporting systems
                                           of the primary market for Pfizer Stock as a result of which the reported
                                           trading prices for Pfizer Stock during the last one- half hour preceding
                                           the closing of trading in such market are materially inaccurate; or the
                                           suspension, absence or material limitation on the primary market for
                                           trading in options contracts related to Pfizer Stock, if available,


                                                         5

<PAGE>


                                           during the one-half hour period preceding the close of trading in the
                                           applicable market, in each case as determined by the Calculation Agent in
                                           its sole discretion; and

                                           (ii) a determination by the Calculation Agent in its sole discretion that
                                           the event described in clause (i) above materially interfered with the
                                           Issuer's ability or the ability of any of the Issuer's affiliates to unwind
                                           or adjust all or a material portion of the hedge with respect to the Notes.

                                        For purposes of determining whether a Market Disruption Event has occurred:
                                        (1) a limitation on the hours or number of days of trading will not
                                        constitute a Market Disruption Event if it results from an announced change
                                        in the regular business hours of the relevant exchange, (2) a decision to
                                        permanently discontinue trading in the relevant option contract will not
                                        constitute a Market Disruption Event, (3) limitations pursuant to New York
                                        Stock Exchange Inc. Rule 80A (or any applicable rule or regulation enacted
                                        or promulgated by the New York Stock Exchange Inc., any other
                                        self-regulatory organization or the Commission of similar scope as
                                        determined by the Calculation Agent) on trading during significant market
                                        fluctuations shall constitute a suspension, absence or material limitation
                                        of trading, (4) a suspension of trading in an options contract on Pfizer
                                        Stock by the primary securities market trading in such options, if
                                        available, by reason of (x) a price change exceeding limits set by such
                                        securities exchange or market, (y) an imbalance of orders relating to such
                                        contracts or (z) a disparity in bid and ask quotes relating to such
                                        contracts will constitute a suspension, absence or material limitation of
                                        trading in options contracts related to Pfizer Stock and (5) a suspension,
                                        absence or material limitation of trading on the primary securities market
                                        on which options contracts related to Pfizer Stock


                                                         6

<PAGE>


                                        are traded will not include any time when such securities market is itself
                                        closed for trading under ordinary circumstances. The Calculation Agent
                                        shall as soon as reasonably practicable under the circumstances notify the
                                        Issuer, the Trustee, the Depository Trust Company and the Agents of the
                                        existence or occurrence of a Market Disruption Event on any day that but
                                        for the occurrence or existence of a Market Disruption Event would have
                                        been the Determination Date.

Exchange Factor......................   The Exchange Factor shall initially be 1.0, but shall be subject to
                                        adjustment by the Calculation Agent upon the occurrence of certain
                                        corporate events affecting Pfizer Stock though and including the
                                        Determination Date. See "Adjustment Events" below.

Adjustment Events:..................    The Exchange Factor or the amounts paid at maturity (in the case of
                                        paragraph 5 below) shall be adjusted as follows:

                                        1. If Pfizer Stock is subject to a stock split or reverse stock split, then
                                        once such split has become effective, the Exchange Factor shall be adjusted
                                        to equal the product of the prior Exchange Factor and the number of shares
                                        issued in such stock split or reverse stock split with respect to one share
                                        of Pfizer Stock.

                                        2. If Pfizer Stock is subject (i) to a stock dividend (issuance of
                                        additional shares of Pfizer Stock) that is given ratably to all holders of
                                        shares of Pfizer Stock or (ii) to a distribution of Pfizer Stock as a
                                        result of the triggering of any provision of the corporate charter of
                                        Pfizer, then once the dividend has become effective and Pfizer Stock is
                                        trading ex-dividend, the Exchange Factor shall be adjusted so that the new
                                        Exchange Factor shall equal the prior Exchange Factor plus the product of
                                        (i) the number of shares issued with respect to one share of Pfizer Stock
                                        and (ii) the prior Exchange Factor.


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<PAGE>


                                        3. There shall be no adjustments to the Exchange Factor to reflect cash
                                        dividends or other distributions paid with respect to Pfizer Stock other
                                        than Extraordinary Dividends as described below. A cash dividend or other
                                        distribution with respect to Pfizer Stock shall be deemed to be an
                                        "Extraordinary Dividend" if such dividend or other distribution exceeds the
                                        immediately preceding non-Extraordinary Dividend for Pfizer Stock by an
                                        amount equal to at least 10% of the closing price of Pfizer Stock (as
                                        adjusted for any subsequent corporate event requiring an adjustment
                                        hereunder, such as a stock split or reverse stock split) on the Trading Day
                                        preceding the ex-dividend date for the payment of such Extraordinary
                                        Dividend (the "ex-dividend date"). If an Extraordinary Dividend occurs with
                                        respect to Pfizer Stock, the Exchange Factor with respect to Pfizer Stock
                                        will be adjusted on the ex-dividend date with respect to such Extraordinary
                                        Dividend so that the new Exchange Factor will equal the product of (i) the
                                        then current Exchange Factor and (ii) a fraction, the numerator of which is
                                        the Closing Price on the Trading Day preceding the ex-dividend date, and
                                        the denominator of which is the amount by which the Closing Price on the
                                        Trading Day preceding the ex-dividend date exceeds the Extraordinary
                                        Dividend Amount. The "Extraordinary Dividend Amount" with respect to an
                                        Extraordinary Dividend for Pfizer Stock shall equal (i) in the case of cash
                                        dividends or other distributions that constitute regular dividends, the
                                        amount per share of such Extraordinary Dividend minus the amount per share
                                        of the immediately preceding non- Extraordinary Dividend for Pfizer Stock
                                        or (ii) in the case of cash dividends or other distributions that do not
                                        constitute regular dividends, the amount per share of such Extraordinary
                                        Dividend. To the extent an Extraordinary Dividend is not paid in cash, the
                                        value of the non-cash component will be


                                                         8

<PAGE>

                                        determined by the Calculation Agent, whose determination shall be
                                        conclusive. A distribution on the Pfizer Stock described in clause (i),
                                        clause (iv) or clause (v) of paragraph 5 below that also constitutes an
                                        Extraordinary Dividend shall not cause an adjustment to the Exchange Factor
                                        pursuant to this paragraph 3.

                                        4. If Pfizer issues rights or warrants to all holders of Pfizer Stock to
                                        subscribe for or purchase Pfizer Stock at an exercise price per share less
                                        than the Closing Price of the Pfizer Stock on both (i) the date the
                                        exercise price of such rights or warrants is determined and (ii) the
                                        expiration date of such rights or warrants, and if the expiration date of
                                        such rights or warrants precedes the maturity of this Note, then the
                                        Exchange Factor shall be adjusted to equal the product of the prior
                                        Exchange Factor and a fraction, the numerator of which shall be the number
                                        of shares of Pfizer Stock outstanding immediately prior to the issuance of
                                        such rights or warrants plus the number of additional shares of Pfizer
                                        Stock offered for subscription or purchase pursuant to such rights or
                                        warrants and the denominator of which shall be the number of shares of
                                        Pfizer Stock outstanding immediately prior to the issuance of such rights
                                        or warrants plus the number of additional shares of Pfizer Stock which the
                                        aggregate offering price of the total number of shares of Pfizer Stock so
                                        offered for subscription or purchase pursuant to such rights or warrants
                                        would purchase at the Closing Price on the expiration date of such rights
                                        or warrants, which shall be determined by multiplying such total number of
                                        shares offered by the exercise price of such rights or warrants and
                                        dividing the product so obtained by such Closing Price.

                                        5. If (i) there occurs any reclassification or change of Pfizer Stock,
                                        including, without limitation, as a result of the issuance of any


                                                         9

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                                        tracking stock by Pfizer, (ii) Pfizer or any surviving entity or subsequent
                                        surviving entity of Pfizer (a "Pfizer Successor") has been subject to a
                                        merger, combination or consolidation and is not the surviving entity, (iii)
                                        any statutory exchange of securities of Pfizer or any Pfizer Successor with
                                        another corporation occurs (other than pursuant to clause (ii) above), (iv)
                                        Pfizer is liquidated, (v) Pfizer issues to all of its shareholders equity
                                        securities of an issuer other than Pfizer (other than in a transaction
                                        described in clauses (ii), (iii) or (iv) above) (a "Spin-off Event") or
                                        (vi) a tender or exchange offer or going-private transaction is consummated
                                        for all the outstanding shares of Pfizer Stock (any such event in clauses
                                        (i) through (vi) a "Reorganization Event"), each Holder of this Note shall
                                        receive at maturity, in respect of each $1,000 principal amount of each
                                        Note, securities, cash or any other assets distributed to holders of Pfizer
                                        Stock in any such Reorganization Event, including, in the case of the
                                        issuance of tracking stock, the reclassified share of Pfizer Stock and, in
                                        the case of a Spin- off Event, the share of Pfizer Stock with respect to
                                        which the spun-off security was issued (collectively, the "Exchange
                                        Property") or at our option cash, in an amount with a value equal to the
                                        lesser of: (i) $1,000 and (ii) the product of the Stock Redemption Amount
                                        times the Transaction Value. If Exchange Property consists of more than one
                                        type of property, the Holder of this Note shall receive at maturity a pro
                                        rata share of each such type of Exchange Property. If Exchange Property
                                        includes a cash component, Holders shall not receive any interest accrued
                                        on such cash component. "Transaction Value" at any date means (i) for any
                                        cash received in any such Reorganization Event, the amount of cash received
                                        per share of Pfizer Stock, (ii) for any property other than cash or
                                        securities received in any such


                                                        10

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                                        Reorganization Event, the market value, as determined by the Calculation
                                        Agent, as of the date of receipt, of such Exchange Property received for
                                        each share of Pfizer Stock and (iii) for any security received in any such
                                        Reorganization Event, an amount equal to the Closing Price, as of the date
                                        on which the Transaction Value is determined, per share of such security
                                        multiplied by the quantity of such security received for each share of
                                        Pfizer Stock. In the event Exchange Property consists of securities, those
                                        securities shall, in turn, be subject to the antidilution adjustments set
                                        forth in paragraphs 1 through 5.

                                        For purposes of paragraph 5 above, in the case of a consummated tender or
                                        exchange offer or going-private transaction involving Exchange Property of
                                        a particular type, Exchange Property shall be deemed to include the amount
                                        of cash or other property paid by the offeror in the tender or exchange
                                        offer with respect to such Exchange Property (in an amount determined on
                                        the basis of the rate of exchange in such tender or exchange offer or
                                        going-private transaction). In the event of a tender or exchange offer or a
                                        going-private transaction with respect to Exchange Property in which an
                                        offeree may elect to receive cash or other property, Exchange Property
                                        shall be deemed to include the kind and amount of cash and other property
                                        received by offerees who elect to receive cash.

                                        No adjustments to the Exchange Factor shall be required unless such
                                        adjustment would require a change of at least 0.1% in the Exchange Factor
                                        then in effect. The Exchange Factor resulting from any of the adjustments
                                        specified above shall be rounded to the nearest one hundred- thousandth
                                        with five one-millionths being rounded upward.

                                        No adjustments to the Exchange Factor or method of calculating the Exchange
                                        Factor shall


                                                        11

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                                        be required other than those specified above. However, the Issuer may, at
                                        its sole discretion, cause the Calculation Agent to make additional changes
                                        to the Exchange Factor upon the occurrence of corporate or other similar
                                        events that affect or could potentially affect market prices of, or
                                        shareholders' rights in, the Pfizer Stock (or other Exchange Property) but
                                        only to reflect such changes, and not with the aim of changing relative
                                        investment risk. The adjustments specified above do not cover all events
                                        that could affect the market price or the Closing Price of the Pfizer
                                        Stock, including, without limitation, a partial tender or partial exchange
                                        offer for the Pfizer Stock.

                                        The Calculation Agent shall be solely responsible for the determination and
                                        calculation of any adjustments to the Exchange Factor or method of
                                        calculating the Exchange Factor and of any related determinations and
                                        calculations with respect to any distributions of stock, other securities
                                        or other property or assets (including cash) in connection with any
                                        corporate event described in paragraph 5 above, and its determinations and
                                        calculations with respect thereto shall be conclusive.

                                        The Calculation Agent will provide information as to any adjustments to the
                                        Exchange Factor or method of calculating the Exchange Factor upon written
                                        request by any Holder of this Note.

Alternate Exchange Calculation in       In case an Event of Default with respect to this Note shall have occurred
case of an Event of Default..........   and be continuing, the amount declared due and payable upon any
                                        acceleration of this Note shall be determined by the Calculation Agent, and
                                        shall be equal to the principal amount of this Note plus any accrued
                                        interest to but not including the date of acceleration.

Calculation Agent....................   ABN AMRO Incorporated ("AAI").  All determinations made by the Calculation
                                        Agent


                                                        12

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                                        will be at the sole discretion of the Calculation Agent and will, in the
                                        absence of manifest error, be conclusive for all purposes and binding on
                                        the Holders and on the Issuer.

Additional Amounts...................   The Issuer shall, subject to certain exceptions and limitations set forth
                                        below, pay such additional amounts (the "Additional Amounts") to each
                                        holder of this Note as may be necessary in order that the net payment of
                                        the principal of 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 Netherlands (or any political subdivision or taxing
                                        authority thereof or therein) or the jurisdiction of residence or
                                        incorporation of any successor corporation or any jurisdiction from or
                                        through which any amount is paid by us or a successor corporation, will not
                                        be less than the amount provided for in this Note to be then due and
                                        payable. The Issuer shall not, however, be required to make any payment of
                                        Additional Amounts to any such holder for or on account of:

                                           (a) any such 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 Netherlands 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, where presentation is required, by the
                                               holder of this Note for payment on a date more than 30 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;


                                                        13
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                                           (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 that is payable
                                               otherwise than by withholding from payments on or in respect of this
                                               Note;

                                           (d) any tax, assessment or other governmental charge required to be
                                               withheld by any paying agent from any payment of principal of, or
                                               supplemental redemption amount on, this Note, if such payment can be
                                               made without such withholding by presentation of this Note to any
                                               other paying agent;


                                                        14

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                                           (e) any tax, assessment or other governmental charge that would not have
                                               been imposed but for a holder's failure to comply with a request
                                               addressed to the holder or, if different, the beneficiary of the
                                               payment, to comply with certification, information or other
                                               reporting requirements concerning the nationality, residence or
                                               identity of the holder or beneficial owner of this Note, if such
                                               compliance is required by statute or by regulation of The
                                               Netherlands (or other relevant jurisdiction), 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; or

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

                                        nor shall Additional Amounts be paid with respect to any payment on this
                                        Note to a holder 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 Netherlands (or other relevant jurisdiction),
                                        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.
</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 CEDE & CO., or registered assignees, the principal sum of U.S.
$30,000,000 (UNITED STATES DOLLARS THIRTY MILLION), on the Maturity Date
specified above (except to the extent redeemed or repaid prior to maturity) and
to pay interest thereon at the Interest Rate per annum specified above, from
and including the Interest Accrual Date specified above until the principal
hereof is paid or duly made available for payment


                                       15

<PAGE>


weekly, monthly, quarterly, semiannually or annually in arrears as specified
above as the Interest Payment Period on each Interest Payment Date (as
specified above), commencing on the Interest Payment Date next succeeding the
Interest Accrual Date specified above, and at maturity (or on any redemption or
repayment date); provided, however, that if the Interest Accrual Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Interest Accrual Date to the registered holder of this Note
on the Record Date with respect to such second Interest Payment Date; and
provided, further, that if this Note is subject to "Annual Interest Payments,"
interest payments shall be made annually in arrears and the term "Interest
Payment Date" shall be deemed to mean the first day of March in each year.

     Interest on this Note will accrue from and including the most recent 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. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business
Day (as defined below)) (each such date a "Record Date"); provided, however,
that interest payable at maturity (or any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable. 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 (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").

     Payment of the principal of this Note, any premium and the interest due at
maturity (or any redemption or repayment date), unless this Note is denominated
in a Specified Currency other than U.S. dollars and is to be paid in whole or
in part in such Specified Currency, will be made in immediately available funds
upon surrender of this Note at the office or agency of the Paying Agent, as
defined on the reverse hereof, maintained for that purpose in the Borough of
Manhattan, The City of New York, or at such other paying agency as the Issuer
may determine, in U.S. dollars. U.S. dollar payments of interest, other than
interest due at maturity or on any date of redemption or repayment, will be
made by U.S. dollar check mailed to the address of the person entitled thereto
as such address shall appear in the Note register. A holder of U.S. $10,000,000
(or the equivalent in a Specified Currency) or more in aggregate principal
amount of Notes having the same Interest Payment Date, the interest on which is
payable in U.S. dollars, shall be entitled to receive payments of interest,
other than interest due at maturity or on any date of redemption or repayment,
by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received


                                       16

<PAGE>


by the Paying Agent in writing not less than 15 calendar days prior to the
applicable Interest Payment Date.

     If this Note is denominated in a Specified Currency other than U.S.
dollars, and the holder does not elect (in whole or in part) to receive payment
in U.S. dollars pursuant to the next succeeding paragraph, payments of
interest, principal or any premium with regard to this Note will be made by
wire transfer of immediately available funds to an account maintained by the
holder hereof with a bank located outside the United States if appropriate wire
transfer instructions have been received by the Paying Agent in writing, with
respect to payments of interest, on or prior to the fifth Business Day after
the applicable Record Date and, with respect to payments of principal or any
premium, at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be; provided that, if payment of
interest, principal or any premium with regard to this Note is payable in euro,
the account must be a euro account in a country for which the euro is the
lawful currency, provided, further, that if such wire transfer instructions are
not received, such payments will be made by check payable in such Specified
Currency mailed to the address of the person entitled thereto as such address
shall appear in the Note register; and provided, further, that payment of the
principal of this Note, any premium and the interest due at maturity (or on any
redemption or repayment date) will be made upon surrender of this Note at the
office or agency referred to in the preceding paragraph.

     If so indicated on the face hereof, the holder of this Note, if
denominated in a Specified Currency other than U.S. dollars, may elect to
receive all or a portion of payments on this Note in U.S. dollars by
transmitting a written request to the Paying Agent, on or prior to the fifth
Business Day after such Record Date or at least ten Business Days prior to the
Maturity Date or any redemption or repayment date, as the case may be. Such
election shall remain in effect unless such request is revoked by written
notice to the Paying Agent as to all or a portion of payments on this Note at
least five Business Days prior to such Record Date, for payments of interest,
or at least ten days prior to the Maturity Date or any redemption or repayment
date, for payments of principal, as the case may be.

     If the holder elects to receive all or a portion of payments of principal
of and any premium and interest on this Note, if denominated in a Specified
Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as
defined on the reverse hereof) will convert such payments into U.S. dollars. In
the event of such an election, payment in respect of this Note will be based
upon the exchange rate as determined by the Exchange Rate Agent based on the
highest bid quotation in The City of New York received by such Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent unless such
Exchange Rate Agent is an affiliate of the Issuer) for the purchase by the
quoting dealer of U.S. dollars for the Specified Currency for settlement on
such payment date in the amount of the Specified Currency payable in the
absence of such an election to such holder and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available, such
payment will be made in the



                                       17

<PAGE>


Specified Currency. All currency exchange costs will be borne by the holder of
this Note by deductions from such payments.

     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, this Note shall
not be entitled to any benefit under the Indenture, as defined on the reverse
hereof, or be valid or obligatory for any purpose.








                                       18

<PAGE>


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


DATED:  July 18, 2001                      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.

THE CHASE MANHATTAN BANK,
  as Trustee


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


                                                        19

<PAGE>



                              REVERSE OF SECURITY

     This Note is one of a duly authorized issue of Global Medium-Term Notes,
Series A, having maturities more than nine months from the date of issue (the
"Notes") of the Issuer. The Notes are issuable under an Indenture, dated as of
November 27, 2000, between the Issuer and The Chase Manhattan Bank, as Trustee
(the "Trustee," which term includes any successor trustee under the Indenture)
(as may be 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 and holders of the Notes and the
terms upon which the Notes are, and are to be, authenticated and delivered. The
Issuer has appointed The Chase Manhattan Bank at its corporate trust office in
The City of New York as the paying agent (the "Paying Agent," which term
includes any additional or successor Paying Agent appointed by the Issuer) with
respect to the Notes. 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.

     Unless otherwise indicated on the face hereof, this Note will not be
subject to any sinking fund and, unless otherwise provided on the face hereof
in accordance with the provisions of the following two paragraphs, 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. If
this Note is subject to "Annual Redemption Percentage Reduction," the Initial
Redemption Percentage indicated on the face hereof will be reduced on each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction specified on the face hereof until the redemption price of this Note
is 100% of the principal amount hereof, together with interest accrued and
unpaid hereon to the date of redemption. Notice of redemption shall be mailed
to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 days prior to the date fixed for redemption or within the
Redemption Notice Period specified on the face hereof, subject to all the
conditions and provisions of the Indenture. 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 in the name of the holder hereof upon the cancellation
hereof.

     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


                                       20

<PAGE>


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. For this Note to be repaid at the option of the holder hereof, the
Paying Agent must receive at its corporate trust office in the Borough of
Manhattan, The City of New York, at least 15 but not more than 30 days prior to
the date of repayment, (i) this Note with the form entitled "Option to Elect
Repayment" below duly completed or (ii) 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 a
trust company in the United States setting forth the name of the holder of this
Note, the principal amount hereof, the certificate number of this Note or a
description of this Note's tenor and terms, the principal amount hereof to be
repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled "Option
to Elect Repayment" duly completed, will be received by the Paying Agent not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, that such telegram, telex,
facsimile transmission or letter shall only be effective if this Note and form
duly completed are received by the Paying Agent by such fifth Business Day.
Exercise of such repayment option by the holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the holder
hereof upon the cancellation hereof.

     Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Unless otherwise provided on
the face hereof, interest payments for this Note will be computed and paid on
the basis of a 360-day year of twelve 30-day months.

     In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest on such
payment shall accrue for the period from and after the Interest Payment Date or
the Maturity Date (or any redemption or repayment date) to such next succeeding
Business Day.

     This Note and all the obligations of the Issuer hereunder are direct,
unsecured obligations of the Issuer and rank without preference or priority
among themselves and pari passu with all other existing and future unsecured
and unsubordinated indebtedness of the Issuer, subject to certain statutory
exceptions in the event of liquidation upon insolvency.

     This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, and, if denominated
in U.S. dollars, unless otherwise stated above, is issuable only in
denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess
thereof. If this Note is denominated in a Specified Currency other than U.S.
dollars, then, unless a higher minimum denomination is required by applicable
law, it is issuable only in denominations of the equivalent of U.S. $1,000
(rounded to an integral multiple of 1,000 units of


                                       21

<PAGE>


such Specified Currency), or any amount in excess thereof which is an integral
multiple of 1,000 units of such Specified Currency, as determined by reference
to the noon dollar buying rate in The City of New York for cable transfers of
such Specified Currency published by the Federal Reserve Bank of New York (the
"Market Exchange Rate") on the Business Day immediately preceding the date of
issuance.

     The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Indenture
with respect to the redemption of Notes. Notes are exchangeable at said office
for other Notes of other authorized denominations of equal aggregate principal
amount having identical terms and provisions. All such exchanges and transfers
of Notes will be free of charge, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and executed by the
registered holder in person or by the holder's attorney duly authorized in
writing. The date of registration of any Note delivered upon any exchange or
transfer of Notes shall be such that no gain or loss of interest results from
such exchange or transfer.

     In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, the Issuer in its discretion may execute a new Note
of like tenor in exchange for this Note, but, if this Note is destroyed, lost
or stolen, only upon receipt of evidence satisfactory to the Trustee and the
Issuer that this Note was destroyed or lost or stolen and, if required, upon
receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

     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 Medium-Term Notes of which this Note forms a part,


                                                        22

<PAGE>


or due to the default in the performance or breach of any other covenant or
warranty of the Issuer applicable to the debt securities of such series but not
applicable to all outstanding debt securities issued under the Indenture shall
have occurred and be continuing, either the Trustee or the holders of not less
than 25% in principal amount of the debt securities of each affected series
(voting as a single class) may then declare the principal of all debt
securities of all such series and interest accrued thereon to be due and
payable immediately and (b) if an Event of Default due to a default in the
performance of any other of the covenants or agreements in the Indenture
applicable to all outstanding debt securities issued thereunder, including this
Note, or due to certain events of bankruptcy or insolvency of the Issuer, 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.

     If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration," then (i) if the principal hereof is declared to be
due and payable as described in the preceding paragraph, the amount of
principal due and payable with respect to this Note shall be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration), (ii) for the
purpose of any vote of securityholders taken pursuant to the Indenture prior to
the acceleration of payment of this Note, the principal amount hereof shall
equal the amount that would be due and payable hereon, calculated as set forth
in clause (i) above, if this Note were declared to be due and payable on the
date of any such vote and (iii) for the purpose of any vote of securityholders
taken pursuant to the Indenture following the acceleration of payment of this
Note, the principal amount hereof shall equal the amount of principal due and
payable with respect to this Note, calculated as set forth in clause (i) above.

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


                                       23

<PAGE>



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 for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer 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 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 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 may at its option (or shall, if so required by applicable law) without
the consent of the holder of this Note effect the payment of principal of,
premium, if any, or interest on, any Note denominated in such Specified
Currency in euro in lieu of such Specified Currency in conformity with legally
applicable measures taken pursuant to, or by virtue of, the treaty establishing
the European Community (the "EC"), as amended by the treaty on European Union
(as so amended, the "Treaty"). Any payment made under such circumstances in
U.S. dollars or euro where the required payment is in an unavailable Specified
Currency will not constitute an Event of Default. If such Market Exchange Rate
is not then available to the Issuer or is not published for a particular
Specified Currency, the Market Exchange Rate will be based on the highest bid
quotation in The City of New York received by the Exchange Rate Agent 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. 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," if any, shall be 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, the Issuer 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 in the Borough of
Manhattan, The City of New York, and an office or agency in said


                                       24

<PAGE>


Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (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 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 and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. 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 may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.

     No provision of this Note or of the Indenture shall alter or impair the
obligation of the Issuer, 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 and the registered holder of this Note.

     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
holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

     No recourse shall be had for the payment of the principal of, premium, if
any, or the interest on this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer 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.

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

     All terms used in this Note which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.


                                       25

<PAGE>


                                                   ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, 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 ______________________
                                (Minor)                         (Cust)

     Under Uniform Gifts to Minors Act__________________________________________
                                                        (State)

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

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


                                       26

<PAGE>


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


----------------------------------------
[PLEASE INSERT SOCIAL SECURITY OR OTHER
     IDENTIFYING NUMBER OF ASSIGNEE]


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

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

--------------------------------------------------------------------------------
   [PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such 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 face of the within Note in every particular without
          alteration or enlargement or any change whatsoever.


                                       27

<PAGE>


                           OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Issuer to repay
the within Note (or portion thereof specified below) pursuant to its terms at a
price equal to the principal amount thereof, together with interest to the
Optional Repayment Date, to the undersigned at

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

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

--------------------------------------------------------------------------------
        (Please print or typewrite name and address of the undersigned)

     If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid:
__________; and specify the denomination or denominations (which shall not be
less than the minimum authorized denomination) of the Notes to be issued to the
holder for the portion of the within Note not being repaid (in the absence of
any such specification, one such Note will be issued for the portion not being
repaid): __________________.


Dated:
      -------------------------------   ----------------------------------------
                                        NOTICE: The signature on this Option to
                                        Elect Repayment must correspond with
                                        the name as written upon the face of
                                        the within instrument in every
                                        particular without alteration or
                                        enlargement.



                                       28