EXHIBIT 4.1


                                FACE OF SECURITY
                             Fixed Rate Senior Note


REGISTERED                                                      REGISTERED
No. FXR - 5                                                     $65,000,000
                                                                CUSIP: 00079FAE2

     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.


<PAGE>


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

           12% Reverse Exchangeable Securities due September 5, 2002
               linked to common stock of General Electric Company


<TABLE>
<S>                           <C>                          <C>                          <C>
===================================================================================================================
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION           INTEREST RATE: 12%           MATURITY DATE:
     September 5, 2001           DATE: N/A                    per annum                       September 5, 2002
-------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL              INITIAL REDEMPTION           INTEREST PAYMENT             OPTIONAL
   DATE: September 5,            PERCENTAGE: N/A              DATES: March 5, 2002         REPAYMENT DATE:
   2001                                                       and September 5, 2002        N/A
-------------------------------------------------------------------------------------------------------------------
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>


                                                         2
<PAGE>


Initial Price.................   $40.20 per share of General Electric 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 General Electric Stock is at or above
                                 the Initial Price, or (ii) a number of shares
                                 of General Electric Stock equal to the Stock
                                 Redemption Amount, if the Determination Price
                                 on the Determination Date of General Electric
                                 Stock is lower than the Initial Price. The
                                 Issuer shall pay cash in lieu of delivering
                                 fractional shares of General Electric Stock in
                                 an amount equal to the corresponding
                                 fractional Closing Price of General Electric
                                 Stock as determined by the Calculation Agent
                                 on the Determination Date.

                                 If the Issuer is required to deliver shares of
                                 General Electric 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 General Electric
                                 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 General Electric 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


                                       3
<PAGE>


                                 addition to, such General Electric Stock in
                                 each case as a result of any corporate event
                                 described under "Adjustment Events" below.

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 General
                                 Electric Stock on the Determination Date, as
                                 determined by the Calculation Agent.

General Electric Stock........   The common stock of General Electric Company,
                                 par value $0.06 per share.

Closing Price.................   If General Electric 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
                                 General Electric 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 General Electric 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 General Electric 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


                                       4
<PAGE>


                                 sentence, the Closing Price for any Trading
                                 Day shall be the mean, as determined by the
                                 Calculation Agent, of the bid prices for
                                 General Electric Stock (or any such other
                                 security) obtained from as many dealers in
                                 such security (which 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 General Electric Stock:

                                      (i) a suspension, absence or material
                                    limitation of trading of General Electric
                                    Stock on the primary market for General
                                    Electric 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 General Electric Stock
                                    as a result of which the reported trading
                                    prices for General


                                       5
<PAGE>


                                    Electric 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
                                    General Electric Stock, if available,
                                    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 General Electric 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


                                       6
<PAGE>


                                 (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
                                 General Electric Stock and (5) a suspension,
                                 absence or material limitation of trading on
                                 the primary securities market on which options
                                 contracts related to General Electric Stock
                                 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 General
                                 Electric 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 General Electric 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
                                 General Electric Stock.

                                 2. If General Electric Stock is subject (i) to
                                 a stock dividend (issuance of additional
                                 shares of General Electric Stock) that is
                                 given ratably to all holders of shares of
                                 General Electric Stock


                                       7
<PAGE>


                                 or (ii) to a distribution of General Electric
                                 Stock as a result of the triggering of any
                                 provision of the corporate charter of General
                                 Electric, then once the dividend has become
                                 effective and General Electric 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 General Electric
                                 Stock and (ii) the prior Exchange Factor.

                                 3. There shall be no adjustments to the
                                 Exchange Factor to reflect cash dividends or
                                 other distributions paid with respect to
                                 General Electric Stock other than
                                 Extraordinary Dividends as described below. A
                                 cash dividend or other distribution with
                                 respect to General Electric Stock shall be
                                 deemed to be an "Extraordinary Dividend" if
                                 such dividend or other distribution exceeds
                                 the immediately preceding non-Extraordinary
                                 Dividend for General Electric Stock by an
                                 amount equal to at least 10% of the closing
                                 price of General Electric 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 General
                                 Electric Stock, the Exchange Factor with
                                 respect to General Electric 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.


                                       8
<PAGE>


                                 The "Extraordinary Dividend Amount" with
                                 respect to an Extraordinary Dividend for
                                 General Electric 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
                                 General Electric 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 determined by the
                                 Calculation Agent, whose determination shall
                                 be conclusive. A distribution on the General
                                 Electric 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 General Electric issues rights or
                                 warrants to all holders of General Electric
                                 Stock to subscribe for or purchase General
                                 Electric Stock at an exercise price per share
                                 less than the Closing Price of the General
                                 Electric 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 General Electric Stock outstanding
                                 immediately prior to the issuance of such
                                 rights or warrants plus the number of
                                 additional shares of General Electric Stock
                                 offered for subscription or purchase pursuant
                                 to such rights or warrants and the denominator
                                 of which shall be the number of shares of
                                 General Electric Stock outstanding immediately
                                 prior to


                                       9
<PAGE>


                                 the issuance of such rights or warrants plus
                                 the number of additional shares of General
                                 Electric Stock which the aggregate offering
                                 price of the total number of shares of General
                                 Electric 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 General Electric Stock, including,
                                 without limitation, as a result of the
                                 issuance of any tracking stock by General
                                 Electric, (ii) General Electric or any
                                 surviving entity or subsequent surviving
                                 entity of General Electric (a "General
                                 Electric Successor") has been subject to a
                                 merger, combination or consolidation and is
                                 not the surviving entity, (iii) any statutory
                                 exchange of securities of General Electric or
                                 any General Electric Successor with another
                                 corporation occurs (other than pursuant to
                                 clause (ii) above), (iv) General Electric is
                                 liquidated, (v) General Electric issues to all
                                 of its shareholders equity securities of an
                                 issuer other than General Electric (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 General Electric
                                 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 General
                                 Electric Stock in any such Reorganization
                                 Event, including, in the case of the issuance
                                 of tracking stock, the reclassified share of
                                 General Electric Stock and, in the case of a
                                 Spin-off Event, the share of General


                                       10
<PAGE>


                                 Electric 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 General Electric
                                 Stock, (ii) for any property other than cash
                                 or securities received in any such
                                 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 General Electric
                                 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
                                 General Electric 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


                                       11
<PAGE>


                                 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 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 General Electric
                                 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 General Electric
                                 Stock, including, without limitation, a
                                 partial tender or partial exchange offer for
                                 the General Electric 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,




                                                        12

<PAGE>



                                 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 case of
an Event of Default...........   In case an Event of Default with respect to
                                 this Note shall have occurred 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
                                 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


                                       13
<PAGE>


                                 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;

                                 (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
<PAGE>


                                 (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.


     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.
$65,000,000 (UNITED STATES DOLLARS SIXTY FIVE 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: September 5, 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