FACE OF SECURITY
                             Fixed Rate Senior Note


REGISTERED                                                      REGISTERED
No. FXR - 19                                                    $16,000,000
                                                                CUSIP: 00079FAV4


     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>

<TABLE>

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

                                 11.00% Reverse Exchangeable Securities due June 5, 2003
                                  linked to common stock of Bristol-Myers Squibb Company

<S>                            <C>                            <C>                           <C>
========================================================================================================================
ORIGINAL ISSUE DATE:           INITIAL REDEMPTION DATE:       INTEREST RATE: 11.00% per     MATURITY DATE:
  June 5, 2002                   N/A                            annum                         June 5, 2003
------------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL DATE: June   INITIAL REDEMPTION              INTEREST PAYMENT DATES:       OPTIONAL REPAYMENT DATE:
  5, 2002                       PERCENTAGE: N/A                 December 5, 2002 and          N/A
                                                                June 5, 2003
------------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY: U.S.       ANNUAL REDEMPTION PERCENTAGE   INTEREST PAYMENT PERIOD:      APPLICABILITY OF  MODIFIED
  Dollars                        REDUCTION: N/A                Semi-annually                  PAYMENT UPON ACCELERATION:
                                                                                              N/A (But see "Alternate
                                                                                              Exchange Calculation in
                                                                                              case of an Event of
                                                                                              Default")
--------------------------------------------------------------------------------------------------------------------
IF SPECIFIED CURRENCY          REDEMPTION NOTICE              APPLICABILITY OF ANNUAL       If yes, state Issue
    OTHER THAN U.S.              PERIOD: N/A                    INTEREST PAYMENTS:            Price: N/A
    DOLLARS, OPTION TO                                          N/A
    ELECT PAYMENT IN
    U.S. DOLLARS: N/A
--------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE AGENT:                                                                        ORIGINAL YIELD TO
  N/A                                                                                         MATURITY: N/A
--------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
  (see below)
--------------------------------------------------------------------------------------------------------------------

====================================================================================================================
</TABLE>


                                                             2
<PAGE>



Initial Price..................    $31.12 per Underlying Share divided by the
                                   Exchange Factor.

Underlying Shares .............    Common stock of the Underlying Company, par
                                   value $0.10 per share.

Underlying Company ............    Bristol-Myers Squibb Company

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

                                   If the Issuer is required to deliver
                                   Underlying Shares 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 Underlying Shares (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 Underlying Shares to be
                                   delivered at maturity shall be subject to
                                   any applicable adjustments (i) to the
                                   Exchange Factor and (ii) in the Exchange
                                   Property, as


                                       3
<PAGE>


                                   defined in paragraph 5 under "Adjustment
                                   Events" below, to be delivered instead of,
                                   or in addition to, such Underlying Shares 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 Underlying Share on the
                                   Determination Date, as determined by the
                                   Calculation Agent.

Closing Price..................    If the Underlying Shares (or any other
                                   security for which a Closing Price must be
                                   determined) are 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
                                   Underlying Share (or one unit of any such
                                   other security) on any Trading Day means (i)
                                   the last reported sale price, regular way,
                                   in the principal trading session on such day
                                   on the principal securities exchange on
                                   which the Underlying Shares (or any such
                                   other security) are 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 the Underlying Shares
                                   (or other such security) are listed or
                                   admitted to trading on such securities
                                   exchange), the last reported sale price in
                                   the principal trading session 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 the
                                   Underlying Shares (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 the Underlying Shares:

                                          (i) a suspension, absence or material
                                     limitation of trading of the Underlying
                                     Shares on the primary market for the
                                     Underlying Shares 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 the Underlying
                                     Shares that is, in the sole discretion of
                                     the Calculation Agent, material;


                                       5
<PAGE>


                                     or the suspension, absence or
                                     material limitation on the primary market
                                     for trading in futures or options
                                     contracts related to the Underlying
                                     Shares, 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 futures or options 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 futures or
                                   options contracts on the Underlying Shares
                                   by the primary securities market trading in
                                   such futures or 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


                                       6
<PAGE>


                                   limitation of trading in futures or options
                                   contracts related to the Underlying Shares;
                                   and (5) a suspension, absence or material
                                   limitation of trading on the primary
                                   securities market on which futures or
                                   options contracts related to the Underlying
                                   Shares 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 the
                                   Underlying Shares though and including the
                                   Determination Date. See "Adjustment Events"
                                   below.

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

                                   1. If the Underlying Shares are 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 Underlying Share.

                                   2. If the Underlying Shares are subject (i)
                                   to a stock dividend (issuance of additional
                                   Underlying Shares) that is given ratably to
                                   all holders of Underlying Shares or (ii) to
                                   a distribution of the Underlying Shares as a
                                   result of the triggering of any provision of
                                   the corporate charter of the Underlying
                                   Company, in each case other than a stock
                                   split described in paragraph 1, then once
                                   the dividend has become


                                       7
<PAGE>


                                   effective and the Underlying Shares are
                                   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 Underlying Share
                                   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 the
                                   Underlying Shares other than Extraordinary
                                   Dividends as described below (except that
                                   distributions described in paragraph 2 above
                                   shall not be subject to this paragraph). A
                                   cash dividend or other distribution with
                                   respect to the Underlying Shares shall be
                                   deemed to be an "Extraordinary Dividend" if
                                   such dividend or other distribution exceeds
                                   the immediately preceding non-Extraordinary
                                   Dividend for the Underlying Shares by an
                                   amount equal to at least 10% of the closing
                                   price of the Underlying Shares (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 the
                                   Underlying Shares, the Exchange Factor with
                                   respect to the Underlying Shares 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 the
                                   Underlying Shares shall equal (i) in the
                                   case of cash


                                       8
<PAGE>


                                   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 the
                                   Underlying Shares 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
                                   Underlying Shares 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 the Underlying Company issues rights
                                   or warrants to all holders of the Underlying
                                   Shares to subscribe for or purchase
                                   Underlying Shares at an exercise price per
                                   share less than the Closing Price of the
                                   Underlying Shares 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 Underlying Shares outstanding
                                   immediately prior to the issuance of such
                                   rights or warrants plus the number of
                                   additional Underlying Shares offered for
                                   subscription or purchase pursuant to such
                                   rights or warrants and the denominator of
                                   which shall be the number of Underlying
                                   Shares outstanding immediately prior to the
                                   issuance of such rights or warrants plus the
                                   number of additional Underlying Shares which
                                   the aggregate offering price of the total
                                   number of shares of the Underlying Shares


                                       9
<PAGE>

                                   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 a Reorganization Event (as defined
                                   below) occurs, each holder of Notes will
                                   receive at maturity, in respect of each
                                   $1,000 principal amount of each Note, the
                                   lesser of: (i) $1,000 in cash or (ii)
                                   Exchange Property (as defined below) in an
                                   amount with a value equal to the product of
                                   the stock redemption amount times the
                                   Transaction Value (as defined below). In the
                                   case of a Reorganization Event that is the
                                   result of any issuance of tracking stock by
                                   the Underlying Company or a Spin-off Event
                                   (as defined below), the Issuer may, at its
                                   sole option, in lieu of clause (ii) above,
                                   elect to deliver Exchange Property
                                   consisting solely of the reclassified
                                   Underlying Shares (in the case of an
                                   issuance of tracking stock) or the
                                   Underlying Shares with respect to which the
                                   spun-off security was issued (in the case of
                                   a Spin-off Event) and pay the cash value of
                                   such tracking stock or spun-off security as
                                   of the determination date. If the Issuer
                                   elects to deliver cash pursuant to the
                                   immediately preceding sentence, the Issuer
                                   will provide notice to holders of Notes as
                                   soon as practicable after the date of such
                                   Reorganization Event.

                                     "Reorganization Event" means (i) there has
                                        occurred any reclassification or change
                                        with respect to the Underlying Shares,
                                        including, without limitation, as a
                                        result of the issuance of any tracking
                                        stock by the Underlying Company; (ii)
                                        the Underlying Company or any surviving
                                        entity or subsequent surviving entity
                                        of the Underlying Company (an
                                        "Underlying


                                      10
<PAGE>


                                        Company Successor") has been subject to
                                        a merger, combination or consolidation
                                        and is not the surviving entity; (iii)
                                        any statutory exchange of securities of
                                        the Underlying Company or any
                                        Underlying Company Successor with
                                        another corporation occurs (other than
                                        pursuant to clause (ii) above); (iv)
                                        the Underlying Company is liquidated;
                                        (v) the Underlying Company issues to
                                        all of its shareholders equity
                                        securities of an issuer other than the
                                        Underlying Company (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
                                        Underlying Shares.

                                     "Exchange Property" means securities, cash
                                        or any other assets distributed to
                                        holders of the Underlying Shares in any
                                        Reorganization Event, including, in the
                                        case of the issuance of tracking stock,
                                        the reclassified Underlying Shares and,
                                        in the case of a Spin-off Event, the
                                        Underlying Shares with respect to which
                                        the spun-off security was issued.

                                     "Transaction Value", at any date, means
                                        (i) for any cash received in any such
                                        Reorganization Event, the amount of
                                        cash received per Underlying Share;
                                        (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
                                        Underlying Share; and (iii) for any
                                        security received in any such
                                        Reorganization Event (including in the
                                        case of the issuance of tracking stock,
                                        the reclassified Underlying Shares and,
                                        in the case of a Spin-off Event, the
                                        Underlying


                                      11
<PAGE>


                                        Shares with respect to which the spun-
                                        off security was issued), an amount
                                        equal to the closing price, as of the
                                        determination date, per share of such
                                        security multiplied by the quantity of
                                        such security received for each
                                        Underlying Share.

                                     If Exchange Property consists of more than
                                     one type of property, holders of Notes
                                     will receive at maturity a pro rata share
                                     of each such type of Exchange Property in
                                     proportion to the quantity of such
                                     Exchange Property received in respect of
                                     each Underlying Share. If Exchange
                                     Property includes a cash component,
                                     holders will not receive any interest
                                     accrued on such cash component. In the
                                     event Exchange Property consists of
                                     securities, those securities will, in
                                     turn, be subject to the antidilution
                                     adjustments set forth in paragraphs 1
                                     through 5.

                                     For purposes of this paragraph 5, 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


                                      12
<PAGE>


                                   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 Underlying
                                   Shares (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 Underlying
                                   Shares, including, without limitation, a
                                   partial tender or partial exchange offer for
                                   the Underlying Shares.

                                   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
                                   Reorganization 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.


                                      13
<PAGE>



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 shall, 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 the Issuer 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:


                                      14
<PAGE>


                                     (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;


                                      15
<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.
$16,000,000 (UNITED STATES DOLLARS SIXTEEN MILLION), on the Maturity Date
specified above (except to the extent redeemed or repaid prior to maturity) and
to pay


                                      16
<PAGE>


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 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


                                      17
<PAGE>


transfer instructions have been received 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


                                      18
<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.





















                                      19
<PAGE>



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


DATED: June 5, 2002                                  ABN AMRO BANK N.V.



                                                     By:
                                                         -----------------------
                                                         Name:
                                                         Title:


                                                     By:
                                                         -----------------------
                                                         Name:
                                                         Title:


TRUSTEE'S CERTIFICATE
  OF AUTHENTICATION

This is one of the Notes referred
  to in the within-mentioned
  Indenture.

JPMORGAN CHASE BANK,
  as Trustee


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









<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 JPMorgan Chase 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 JPMorgan Chase 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


<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 such Specified Currency), or
any amount in excess thereof which is an integral multiple of 1,000 units of


<PAGE>


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,


<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 suchseries 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


<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


<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.


<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.


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



<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.


<PAGE>



                           OPTION TO ELECT REPAYMENT

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



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        (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.